You can now replace the counterparty on a contract at any point in the contract lifecycle, from Drafting to Review, and even after Execution, without needing to recreate the contract or restart workflows.
This helps correct mistakes (e.g., selecting the wrong organization, typo in email) and ensures accurate record-keeping, signatories, and approvals.
Previously, users faced several challenges:
| Issue | Before | Now |
| Selected wrong counterparty on contract creation | Could not change later without affecting other contracts | Replace anytime, within the contract |
| Individual counterparty email entered incorrectly | Workarounds existed and sometimes old links still worked | Replace counterparty to update email, old links expire |
| Updating counterparty after execution | Limited and inconsistent workflows | Replace counterparty in executed state without affecting document or links |
How Replacing a Counterparty Works
You can replace a counterparty with:
- An existing counterparty in your workspace, or
- A new counterparty that you create during replacement
To replace the counterparty, navigate to the Party Information section on the contract details page and click 'Replace Counterparty'.
When a counterparty is replaced:
- Signatories linked to the previous counterparty are removed(except in executed stage)
- The new counterparty’s primary Point of Contact (POC) is added as a signatory (where applicable)
- Any active link with the previous counterparty will get expired.
Who can replace a counterparty?
- Business User (BU), Creator, or Editor of the contract.
Template Flows
Template Flow – Draft
- On Clicking replace counterparty you’ll enter the Questionnaire flow to select existing or create a new counterparty
- Click on Next to replace the counterparty:-
- Previous added counterparty recipients in draft stage is removed.
- New counterparty POC is added as signatory
Template Flow – Redlining Stage
- On Clicking replace counterparty you’ll enter the Questionnaire flow to select existing or create a new counterparty
- On Clicking Next → Counterparty gets replaced and any existing active link gets expired with the previous counterparty, irrespective whether POC is updated or not
- You would need to send the link to updated counterparty again via "Send to counterparty" action.
Template Flow – Signing Stage
If contract is already out for signing:
- Replacing the counterparty is not supported at the signing stage. In order to replace the counterparty move the contract back to redlining stage.
Executed Stage
- On replacing counterparty, previous recipients are retained and mapped to the new counterparty
- You cannot switch the counterparty type (Individual ↔ Organization) after execution for contracts executed via normal lifecycle, for contracts executed via import executed flow you can change the counterparty type while replacing the counterparty.
Third party paper / Template editable / Upload & Sign Flows
| Stage | Behavior |
| Redlining | Summary Panel → Counterparty Section, Replace counterparty via a popup and new POC is added as signatory |
| Signing | You cannot replace counterparty in signing stage, you would need to move the contract back to redlining. |
| Executed | Replace allowed; recipients retained |
Managing Duplicates
If replacing counterparty leads to duplicates:
- Use Manage → Counterparties → Merge feature
- Or Archive incorrect/unused entries
(Some users may need permission to access this area.)
Activity Log
Every replacement is tracked:
- John Doe replaced Counterparty from ABC Ltd. → ABC Technologies Pvt. Ltd.
- Signatory John Doe removed due to counterparty update.
- Signatory Sarah Lee added as POC signatory.
FAQ
1. Will signatories be removed when I replace a counterparty?
Yes. Any signatories linked to the old counterparty will be removed to prevent incorrect signing authority. When you replace the counterparty at any stage except the executed stage, the new counterparty’s primary point of contact is added automatically. In the executed stage, however, all existing signatories are retained after the counterparty is replaced.
2. What happens if the contract was already sent for signing?
All previously sent signing links expire. You will need to send new signing requests.
3. How do I correct the email of an individual counterparty after uploading a contract?
Use Replace Counterparty to update the email for counterparties of individual type from the add/edit recipient sidesheet.
4. Will replacing counterparty clear questionnaire answers for Template Flow?
No, currently the responses are retained.
5. Can I rename a counterparty instead of replacing it?
Renaming changes the counterparty everywhere across the workspace and for all contracts associated to the counterparty, not just in the current contract. We recommend using Replace Counterparty unless you intentionally want to rename the entity globally.
6. I am getting this message when I try to Replace Counterparty "Cannot updated counterparty for this contract"?
Upload the executed version of the contract to move the contract to executed stage to replace the counterparty.
Need Help?
Reach out at support@spotdraft.com .