Dating a contract or document is important for several reasons. First, many contracts have a set term like, for example, “12 months.” If the contract is not dated, then it is unclear what the starting date is and when the contract terminates. Aside from a term, a contract might have various internal deadlines or some sort of schedule for meeting contractual obligations. Second, putting a date on contracts and other business documents — like company policies and procedures — is important to ensure that the information in the document is up to date and consistent with current statutory and case law requirements. If your San Diego business has a sexual harassment policy from 2005, most likely, your policies are inadequate. Third, dating contracts and documents is important if it is necessary to reconstruct a timeline several years later. Generally, the need for a proper and accurate timeline is because litigation has been filed.

So, what happens if someone forgets to date a document or contract? In simple terms, the parties involved will have to provide evidence of the date of the document from other sources. Generally, if a document is dated, everyone presumes that the date listed is the date that the document was created, approved, or signed. No other evidence is needed. A judge, for example, will look at the contract, see the date and accept — as true — that the contract was signed on that day. This is similarly true for letters, emails and other types of correspondence. The date written on a contract, letter, or company policy is only an issue if the parties raise the question and dispute that the written date is accurate. This is one reason your business should retain an experienced San Diego corporate attorney to draft your business contracts and company policies.

When the date on the document is missing, other evidence will be needed to prove the date. That “other evidence” can include testimony from the drafter of the document or from the persons who signed the document. “Other evidence” might also include independent documents that are dated in which there is a discussion of the undated document. Here, an example might be minutes of a company board of director’s meeting. At a hypothetical meeting in March 2018, the board discussed and approved certain company policies and procedures. But, those policies and procedures were undated. The board minutes can be used to establish that the policies and procedures were approved in March 2018 and, likely, written shortly before March 2018.

This is what happened in a case involving a business restructuring of job duties and the elimination of certain employment positions. See Lacey v. Norac, Inc., Case No. 18-1947 (US 8th Cir. July 30, 2019). Lacey involved a claim of employment retaliation. In retaliation lawsuits, timing can be crucial for the employer’s efforts to show that there was no improper motivation for the employer’s decision. In the Lacey case, the employer decided to eliminate and restructure certain jobs as part of a general corporate restructuring. However, while the restructuring was being considered, the plaintiff — Valerie Lacey — was involved as a witness in a case involving alleged discrimination against a different employee. The employer asked Lacey to sign a certain statement about what happened in that discrimination case. Lacey refused. Shortly thereafter, Lacey’s job was eliminated, and Lacey was fired.

Lacey filed a lawsuit claiming retaliation. She claimed that she was fired because she refused to sign the statement in the discrimination case. The employer countered by claiming that Lacey’s job was eliminated because of the restructuring. The evidentiary problem for the employer was that the company policies approving the restructuring were not dated. Because of this, Lacey argued that the relevant company policies were actually created and approved after she refused to sign the statement in the discrimination case.

However, despite the failure to date the company policies, the employer prevailed. The employer was able to provide oral testimony from company managers that proved the reorganization was planned before Lacey refused to sign the statement. The employer also was able to provide copies of various emails and internal communications that discussed the reorganization. Those emails and communications were dated before Lacey refused to sign the statement in the discrimination case. Based on that evidence, the trial court ruled in favor of the employer and the Court of Appeals affirmed.

Contact San Diego Corporate Law Today

For more information, contact attorney Michael Leonard, Esq., of San Diego Corporate Law. Mr. Leonard can be reached at (858) 483-9200 or via email. Mr. Leonard provides a full panoply of legal services for businesses including formation of corporate entities of all types. Like us on Facebook.

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