I have researched but can’t find the TRUE definition of “Approved as to Form” (a.k.a. “Approval as to Form”). I know it is a legal signature approval but what is the intent of the approval signature? Are they approving the form, the clauses of the form, or the entire content? None of the legal dictionaries I have searched define it and this leaves it open to interpretation by both legal counsel and the initiating party.
Where did the phrase appear? While I tend to believe the author is the master of the writing, it certainly seems obvious that “approval as to form” does not include content. Why not ask the ENTIRE question?
Typically, the “Approved as to Form” is a section of a document, like and Agreement or a Resolution, that requires a signature by Legal Consel. Sometimes it appears on a document as “Approval as to Form and Legality”.
I don’t think “Approved as to form” has a specific legal definition. Many jurisdictions don’t even use it. It means “the form of this document [contract, release whatever] is okay.” It means “I’ve read it and, as the attorney, I okay it.” As such, AFAIK and IME it applies to everything in the document, both the formatting and the content.
IMO, “approved as to form” is excessive verbiage and ought to be stricken. It doesn’t say anything that is not signalled simply by signing a document in the capacity of attorney – that is: “I have read this document and I sign off on its content.” The jurisdiction in which I first practiced did not use it; the jurisdiction in which I practice now generally still does. I dont’ see how it adds anything, and it is not mandated by the rules of my jurisdiction, so unless I get an objection from opposing cousnel I do not use it.
Thanks Jodi,
Does the act of signing the documents “AA2F” by the attorney create any liability issues? Is the attorney and not the initiating agency then liable for content?
Well, liability issues involving an attorney or firm and the practice of law generally only arise if the attorney commits malpractice. If I as an attorney am reviewing or approving documents for my client, then “AA2F” may be relevent in that it will prove that I averred that I did in fact review and approve that particular document, thereby foreclosing me from saying later “Gee, I never saw that document.” But I would argue that any attorney signature on the document will have that effect, and the specific words “approved as to form” (or any words to that effect) are not necessary and in fact add nothing. The only reason I can think of to add such phrasing to things like contracts or releases is to underscore that the attorney is only signing as an attorney (one who approves the form), and not as a party. But I think that’s pretty clear anyway, because both contracts and releases inevitably name the parties to be bound.
That said, contracts (including releases) are always construed against the drafter. Beyond that, I’m not sure what you mean by “liable for content.” The client as party to the contract or release always has the responsibility to read and understand the document he or she is signing, and “AA2F” will not take away that responsibility. But having an attorney counter-sign a document will foreclose the defense that “gosh, I’m just an inexperienced lil’ person with no legal training, and I had no idea what I was signing.”
If an attorney in the course of practicing law reviews a document and recommends his or her client sign it, and in so doing makes some huge glaring mistake, he or she might have committed malpractice. The point, IMO, is that having AA2F on a document or not will not materially change that analysis. It doesn’t get you off the hook if it isn’t there, so there’s no reason to include it.
Whenever I’ve seen approved as to form, it’s been a signature by a corporate counsel. What it means is that the legal department has reviewed the document and finds nothing objectionable. It’s a matter of internal corporate procedure, and not a legal requirement.
When a lawyer signs “approved as to form”, it means that he or she has signed off on the form of the document, but has not “signed” the document.