25. Contracts, Instruments, and Transaction Documents

25.1 Name the actual instrument

A contract title rarely identifies a unique document without parties, date, and version. Preserve the executed agreement, amendments, schedules, and exhibits that matter. Distinguish an execution date from an effective date. If the signature pages show different signing dates, do not silently invent a single execution date.

For internal analysis, a defined short name can make repeated references readable: “Services Agreement” should map to one identified document in the source list. If two agreements share the same title, add a distinguishing party, date, or transaction label. A short name should survive a paragraph being copied into another memorandum.

25.2 Cite sections and incorporated materials

Use the instrument's actual section, subsection, schedule, and exhibit labels. Section 4 of an amendment is not necessarily section 4 of the amended agreement. A schedule can modify a general clause; check the document's incorporation and priority provisions before stating what the contract provides.

Fictional example. The Orchard Services Agreement defines “Covered Systems” in Schedule B. A draft cites section 2, which uses the term but does not define it. Cite Schedule B for the system list and section 2 for the obligation, and examine any later schedule replacement.

25.3 Control working versions

A redline shows changes between two selected inputs. It does not independently prove which version the parties signed. Retain the comparison settings and input identifiers for review, but cite the operative document when describing contractual obligations. Drafts may support a negotiation history; identify them as drafts and analyze their permissible use separately.

25.4 Handle public filings and private records differently

A public securities filing may include an agreement as an exhibit. Record the filing type, issuer, filing date, accession or other stable identifier, and exhibit designation. Verify whether the filed exhibit omits schedules or portions. The SEC EDGAR collection is a source gateway; the specific filing and exhibit must support the claim.

For private deal files, use the firm's authorized document system and the recipient's access permissions. Do not place client documents in a public source archive merely to make a citation clickable. A private locator can be precise without exposing the contents publicly.

25.5 Review after amendments

When an amendment restates a provision, update both the substantive analysis and its references. Maintain an amendment chain showing which clauses remain operative. A later draft should not cite a superseded schedule because it was the first convenient PDF in the matter folder. The reviewer needs the controlling instrument and the path by which it became controlling.