Legal Definitions - testing clause

In Scots law, a testing clause is a specific section found at the very end of a formal legal document, such as a deed or a contract. Its primary purpose is to legally authenticate the document, confirming that it has been properly prepared and signed in accordance with legal requirements.

This clause acts as a formal record of the document's creation and execution. It typically includes crucial details that help establish the document's validity and prevent future disputes. These details traditionally specify:

• The full name and address of the person who drafted or prepared the document.
• The total number of pages in the document.
• Any corrections, additions, or deletions made to the text before signing.
• The names and addresses of all witnesses present during the signing.
• The name and address of the individual who physically wrote out or typed the document (if different from the drafter).
• The exact date and location where the document was signed.

By including this information, the testing clause provides a clear audit trail, ensuring that the document is legally sound and enforceable.

Examples:

• Example 1: A Scottish Will

  Imagine an individual in Glasgow creating their last will and testament. To ensure the will is legally binding and accurately reflects their wishes after their passing, the document would conclude with a testing clause. This clause would state that the will was prepared by a specific solicitor, confirm the number of pages, note that it was signed by the individual in the presence of two named witnesses at the solicitor's office on a particular date, and identify the clerk who typed it. This detailed information makes it very difficult for anyone to later challenge the will's authenticity or proper execution.

• Example 2: A Property Transfer Deed (Disposition)

  When a family sells their home in Edinburgh, the legal document transferring ownership to the new buyers is called a disposition. For this significant transaction to be legally valid and recorded in the Land Register of Scotland, the disposition must include a testing clause. This clause would specify the law firm that drafted the deed, confirm there were no material alterations, list the names and addresses of the witnesses who saw the sellers sign, and record the precise date and place of signing. This ensures the property transfer is legally secure and prevents future disputes over ownership.

• Example 3: A Long-Term Commercial Lease Agreement

  Consider a business in Aberdeen entering into a 20-year lease agreement for new office premises. Given the long duration and financial implications, the lease document would be a formal instrument. A testing clause at its end would confirm that the lease was drafted by a particular legal professional, specify the number of pages, identify the individuals who witnessed the representatives of both the landlord and the tenant sign the agreement, and state the date and location of the signing. This clause provides robust evidence of the lease's proper execution, protecting both parties from future claims that the agreement was not validly formed.