A senior associate asked me to backdate a document “just to match the email trail”. It wasn’t going to be submitted in court, just sent to the client. Still, it set off every internal alarm I have. I said no, politely but firmly. Since then, I’ve been mysteriously excluded from meetings I used to be in and getting noticeably less work from that team. I keep wondering if I overreacted… or if I just did the right thing in a place that doesn’t care. What would you have done?

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What type of document was it? We fill in dates for documents all the time, some would be perfectly fine backdated, some not.

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You did the right thing—this is how shady lawyers become shady partners. If they’re freezing you out over it, you just exposed more about them than about yourself.

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Backdating isn’t inherently wrong, it depends on the context. If you’re in a transactional practice, this will come up again, so I’d recommend doing some research and asking some attorneys you trust what the rules are generally so you can be prepared next time. Good luck!

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Depends on the context. In the commercial contracts context, many times the parties are doing something but don’t paper it for a while so the contract is “backdated” to reflect that. Sometimes they realize it months or years down the line so confirmatory assignments and additional consideration are needed. Many times I’ve done an agreement effective as of [past date] but executed by the parties on [current date], as part of cleanup processes.

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Backdating isn’t inherently unethical. The questions are (1) did the parties to the contract intend to be bound as of the backdate, and (2) would someone relying on the contract as evidence or its performance be harmed by relying on the backdate.

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Was the document actually executed or used on the back date and is there contemporaneous information that proves that?

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I agree with P1 in that it matters what type of document it is. Years ago, I worked with an attorney that asked me to backdate a document, but this particular document had to be filed with the court. I told the person “no, I would not backdate it” and what followed was the attorney taking the document from me and handling the filing on their own. I left that firm about two months later. At the time, my career was just getting started.

Not a litigator, but for documents filed with the court think you need to be careful and check the rules about candor to the court.

Name them at once.

Have you thought that if it’s anything nefarious the senior associate would have done the backdating himself/herself rather than instruct you to do it?

More information is needed. Backdating isn't necessarily wrong or unethical at all

Are you backdating a stock option agreement or a vendor contract? Maybe instead of "no" you could voice your concern and then judge the situation once you gather greater context.

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