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Contract Signature Authority Checklist

Four documents and three sheets that check a signer's authority against your delegation matrix, not just their title, and catch counterparts nobody circulated.

Edit with AIDownload (.docx + .csv)

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What you get

Pack of 7 files: 4 documents, 3 spreadsheets

Contract Signature Authority Checklist
  • Signatory RegisterSpreadsheet
  • Execution Status TrackerSpreadsheet
  • Post-signature Distribution ListSpreadsheet
  • Execution ChecklistDocument
  • Signature Block SetDocument
  • Authority Confirmation RequestDocument
  • Counterpart and Effective Date NoteDocument
RiverContract Signature Authority Checklist

Execution Checklist

[Agreement]  ·  [Party A] and [Party B]

Four defects a signed-looking signature block does not rule out.

CheckCleared onStatus
Every named entity matches its formation record[date][ ]
Every signer's authority checked against the delegation matrix, not the title[date][ ]
Every required signature page identified and circulated[date][ ]
Every date-triggered clause resolved to one governing date[date][ ]

What closes a row

A name checked against a real formation document. An authority basis on file, not assumed from title. A page accounted for, not just requested. A date resolved in writing, not left to whichever reading is convenient later.

Every bracket fills from your own agreement. Nothing here ships with a defect already in it.

Every checklist for signing authority gives the same advice: keep a delegation of authority matrix by title and dollar threshold, and check each signer against it. That advice is right, and it is where the checklists stop. Delaware's default rule gives an officer only the authority the bylaws or a board resolution grant, under 8 Del. C. Section 142(a), so a title is a starting point, not a limit. None compute what happens once the matrix catches a defect, or once the Effective Date and the execution date pull one deadline in two directions.

Ridgeline Analytics, Inc. signs a three-year, 2,400,000 services agreement with Corvell Foods Group, LLC through its Vice President of Sales. Ridgeline's own delegation matrix, adopted by board resolution, caps a Vice President at 1,000,000 in total contract value, so this signature sits 1,400,000 outside it. The fix is a dated Authority Confirmation Request naming the exact gap, not a re-signed document. The same agreement assigns one schedule to Ridgeline Analytics UK Ltd, a separate legal entity that never signed anything, so that schedule currently binds nobody to perform it at all.

Section 1.1 sets the Effective Date thirteen days before the actual signatures, to match the customer's fiscal month, and the forty-five day milestone in Section 4.1 never says which date it runs from. Read one way, the milestone was due 18 March and a service credit is already accruing. Read the other, it is not due until 31 March. Settling a firm's positions before signature and structuring a master agreement against its order forms both happen earlier than this. What a signed contract obligates you to do next goes into the standing obligation register.

One agreement, three checks, and a defect in each

The Signatory Register, the Effective Date computation, and the counterpart status behind Schedule B.

Contract Signature Authority Checklist
RiverSignatory Register

Signatory Register  ·  Ridgeline Analytics, Inc. and Corvell Foods Group, LLC

One signer inside authority, one 1,400,000 outside it

PartySignerAuthority basisThresholdWithin authority
Corvell Foods Group, LLCChief Financial OfficerBoard resolution, 5 Jan 2026No threshold appliesYes
Ridgeline Analytics, Inc.VP, SalesDelegation matrix, adopted 8 Sep 2025VP signs up to 1,000,000No. Contract is 2,400,000
Ridgeline Analytics UK LtdNot yet namedNot establishedNot establishedNot a party. Performs Schedule B under the parent's signature only

The matrix caught it. The signature block did not.

Nothing about the Vice President's signature block looks wrong. It is fully filled in, dated, and formatted exactly like the one above it. The defect exists only in the gap between 2,400,000 and the 1,000,000 the matrix actually grants that title.

RiverEffective Date

Effective Date  ·  Section 1.1 defines it thirteen days before signature

One 45-day clock, two due dates, one already owes a credit

ReadingMilestone dueAs of 25 Mar 2026
From the defined Effective Date, 1 Feb 202618 Mar 20267 days late. 3,000 accrued after cure
From the actual execution date, 14 Feb 202631 Mar 2026Not yet due. 0 accrued

Section 4.1 never says which date it means

Thirteen days, and 3,000 today, growing at 1,500 a day until somebody fixes the language or picks a side. Neither reading is wrong on its own. The contract just never says which one governs a milestone clause tied to the Effective Date.

RiverCounterparts

Counterparts  ·  three signature pages required, one never circulated

Two-thirds signed is not two-thirds bound

Signature pageBindsStatus
Main agreement, Corvell Foods GroupCorvell's obligations, all schedulesSigned and returned
Main agreement, Ridgeline Analytics, Inc.Ridgeline's obligations, Schedule ASigned, authority pending
Schedule B joinder, Ridgeline Analytics UK LtdSchedule B performanceNever circulated

Schedule B has no party bound to perform it

The main agreement is fully signed on both sides. Schedule B is not, because the entity assigned to perform it was never asked to sign, and a parent's signature does not reach a subsidiary that is not a party.

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What's in the pack

01

Signatory Register

One row per signer, with the legal entity name matched to its formation record, the authority basis, and the contract value threshold it has to clear.

02

Execution Checklist

The four checks in order: entity names, signer authority, every required counterpart, and which date each clause actually runs from.

03

Signature Block Set

Correct legal entity names for every party, including a co-obligor or subsidiary a schedule assigns work to but the caption never named.

04

Authority Confirmation Request

The dated request naming the exact gap between a signer's title and the delegation matrix, addressed to whoever can actually rule on it.

05

Execution Status Tracker

Entity name, authority, counterpart, and effective date tracked separately per signature page, so 'pending signature' stops meaning four different things.

06

Counterpart and Effective Date Note

Every date-triggered clause resolved to one governing date, with both readings priced in dollars when a clause attaches money to lateness.

07

Post-signature Distribution List

Who receives the executed set and why, with the method and receipt confirmation tracked instead of assumed.

How to use it

  1. 1

    Open in River, or take it blank

    Send River the final negotiated document, the signing entities' formation records, and your delegation of authority matrix. Or take the Word documents and CSV sheets from the template library.

  2. 2

    Build the Signatory Register first

    Every legal entity name checked against a formation record, and every signer's authority checked against the matrix at this contract's value, not assumed from title.

  3. 3

    Count what the document actually needs

    Every required signature page, including a rider, joinder, or guaranty a schedule creates, tracked separately until it is signed and returned.

  4. 4

    Resolve every date-triggered clause

    The defined Effective Date and the execution date checked against each clause that measures time, with both readings priced when a clause attaches money to lateness.

Frequently asked questions

Is this free?

The download costs nothing and needs no account. Edit with AI opens a free River account and installs the same pack as a private space, with the agent ready to read your document and your delegation matrix. Both buttons point at one pack.

What format are the downloaded files?

Word documents for the four written pieces, the Execution Checklist, Signature Block Set, Authority Confirmation Request, and Counterpart and Effective Date Note, plus CSV for the three sheets. They open directly in Word, Pages, Google Docs, Excel, Numbers and Sheets, with nothing to convert.

We already have a signing authority matrix. What does this add?

A matrix is a reference document. This checks a specific contract against it, computes the dollar gap when a signer is outside it, and drafts the confirmation request naming exactly what has to be answered before the signature is treated as binding.

What happens if a signature turns out to be outside authority?

The contract is not automatically void. It is voidable, and a company can ratify it later by a properly authorised act, expressly or by knowingly accepting its benefits. The Authority Confirmation Request dates that decision instead of leaving it assumed.

Does an electronic signature change any of this?

No. The ESIGN Act says a signature cannot be denied legal effect solely because it is electronic, but it says nothing about whether the signer had authority or which entity was actually named. Those two checks run the same way regardless of how the page was signed.

How is this different from reviewing the contract before signing?

Timing. Applying settled positions to an inbound contract happens before anyone signs. This runs at the point of signature, on the document as finally negotiated, and what it creates once it is cleanly executed feeds the standing obligation register.

Sources

  1. Delaware CodeDelaware Code Title 8, Chapter 1, Subchapter 4 (opens in a new tab)
  2. Cornell Law School15 U.S. Code § 7001 — General rule of validity (opens in a new tab)

Written by

Chandler Supple

Co-founder & CEO, River

Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.

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Reviewed by

Brian Joseff, Co-founder, River

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