What is the difference between a schedule and annexure? Not much. Our preferred view is to refer to an appendix, annexure or addendum as an ‘attachment’, and make it clear from the wording in the agreement whether it is intended to be an integral part of the legal document or not.
Over the last 20 years that I have been drafting contracts (like IT Contracts and SLAs), many have had attachments to them labelled as either an “appendix”, “annexure” or “schedule”. During the course of a recent contract negotiation, the meaning of these attachments came into question, in particular, which one is an integral part of the agreement and which is not. The correct use of language in a contract is very important.
Attachment is the umbrella term.
The Difference between a Schedule and Annexure from a Technical Perspective
According to Black’s Law Dictionary:
- an Appendix is “a supplementary document attached to the end of a writing.
- an Annexure is “something that is attached, such as a document to a report”.
- a Schedule is “a written list or inventory; esp., a statement that is attached to a document and that gives a detailed showing of the matters referred to in the document”.
From these defintions on a technical level:
- a Schedule is not an integral part of the agreement as it “gives a detailed showing of the matters referred to in the document”.
- an Appendix ‘supplements’ the agreement and is part of the agreement. It is an attachment that is invariably critical to the validity of the agreement.
- an Annexure is a separate document from the agreement – a report.
On this understanding
- if the attachment is critical to the validity of the agreement, the attachment should be referred to as an appendix.
- if the attachment contains information that can be changed by a party to the agreement without effecting the validity of the agreement or without the need to vary an agreement, then the attachment should be referred to as an annexure.
The above explanation is on a technical level applied to the words used and their meanings.
From a Plain Language Perspective
However, for Andrew Weeks (one of our plain language gurus), one can (and should) look at this from a practical, plain language level. Common to an appendix, annexure or schedule is that they are all “attachments“. Therefore, you should refer to “Attachment 1” and not “Appendix 1” or “Annexure 1” and make it clear from the wording in the agreement whether they are intended to be an integral part of the agreement or not. One could also refer to a Schedule as a “list”.
The mere fact that an attachment was a self-standing document before the agreement was signed does not mean it necessarily always has that status in future, ie its legal significance can be ‘frozen’ at the moment the agreement is signed with it as an attachment (usually initialled). Changes to the original document (a copy of which was attached) then doesn’t usually change the agreement itself, unless this was clearly the intention.