does a deed of assignment need to be witnessed

Deed of Assignment: Everything You Need to Know

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. 3 min read updated on January 01, 2024

Updated October 8,2020:

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. It states that a specific piece of property will belong to the assignee and no longer belong to the assignor starting from a specified date. In order to be valid, a deed of assignment must contain certain types of information and meet a number of requirements.

What Is an Assignment?

An assignment is similar to an outright transfer, but it is slightly different. It takes place when one of two parties who have entered into a contract decides to transfer all of his or her rights and obligations to a third party and completely remove himself or herself from the contract.

Also called the assignee, the third party effectively replaces the former contracting party and consequently assumes all of his or her rights and obligations. Unless it is stated in the original contract, both parties to the initial contract are typically required to express approval of an assignment before it can occur. When you sell a piece of property, you are making an assignment of it to the buyer through the paperwork you sign at closing.

What Is a Deed of Assignment?

A deed of assignment refers to a legal document that facilitates the legal transfer of ownership of real estate property. It is an important document that must be securely stored at all times, especially in the case of real estate.

In general, this document can be described as a document that is drafted and signed to promise or guarantee the transfer of ownership of a real estate property on a specified date. In other words, it serves as the evidence of the transfer of ownership of the property, with the stipulation that there is a certain timeframe in which actual ownership will begin.

The deed of assignment is the main document between the seller and buyer that proves ownership in favor of the seller. The party who is transferring his or her rights to the property is known as the “assignor,” while the party who is receiving the rights is called the “assignee.”

A deed of assignment is required in many different situations, the most common of which is the transfer of ownership of a property. For example, a developer of a new house has to sign a deed of assignment with a buyer, stating that the house will belong to him or her on a certain date. Nevertheless, the buyer may want to sell the house to someone else in the future, which will also require the signing of a deed of assignment.

This document is necessary because it serves as a temporary title deed in the event that the actual title deed for the house has not been issued. For every piece of property that will be sold before the issuance of a title deed, a deed of assignment will be required.

Requirements for a Deed of Assignment

In order to be legally enforceable, an absolute sale deed must provide a clear description of the property being transferred, such as its address or other information that distinguishes it from other properties. In addition, it must clearly identify the buyer and seller and state the date when the transfer will become legally effective, the purchase price, and other relevant information.

In today's real estate transactions, contracting parties usually use an ancillary real estate sale contract in an attempt to cram all the required information into a deed. Nonetheless, the information found in the contract must be referenced by the deed.

Information to Include in a Deed of Assignment

• Names of parties to the agreement
• Addresses of the parties and how they are binding on the parties' successors, friends, and other people who represent them in any capacity
• History of the property being transferred, from the time it was first acquired to the time it is about to be sold
• Agreed price of the property
• Size and description of the property
• Promises or covenants the parties will undertake to execute the deed
• Signatures of the parties
• Section for the Governors Consent or Commissioner of Oaths to sign and verify the agreement

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Content Approved by UpCounsel

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Deed of Assignment (for Intellectual Property)

In the realm of intellectual property, a Deed of Assignment is a formal legal document used to transfer all rights, title, and interest in intellectual property from the assignor (original owner) to the assignee (new owner). This is crucial for the correct transfer of patents, copyrights, trademarks, and other IP rights. The deed typically requires specific legal formalities, sometimes notarization, to ensure it is legally enforceable.

To be legally effective a deed of assignment must contain:

• Title of the Document : It should clearly be labeled as a "Deed of Assignment" to identify the nature of the document.
• Date : The date on which the deed is executed should be clearly mentioned.
• Parties Involved : Full names and addresses of both the assignor (the party transferring the rights) and the assignee (the party receiving the rights). This identifies the parties to the agreement.
• Recitals : This section provides the background of the transaction. It typically includes details about the ownership of the assignor and the intention behind the assignment.
• Definition and Interpretation : Any terms used within the deed that have specific meanings should be clearly defined in this section.
• Description of the Property or Rights : A detailed description of the property or rights being assigned. For intellectual property, this would include details like patent numbers, trademark registrations , or descriptions of the copyrighted material.
• Terms of Assignment : This should include the extent of the rights being transferred, any conditions or limitations on the assignment, and any obligations the assignor or assignee must fulfill as part of the agreement.
• Warranties and Representations : The assignor typically makes certain warranties regarding their ownership of the property and the absence of encumbrances or third-party claims against it.
• Governing Law : The deed should specify which jurisdiction's laws govern the interpretation and enforcement of the agreement.
• Execution and Witnesses : The deed must be signed by both parties, and depending on jurisdictional requirements, it may also need to be witnessed and possibly notarized.
• Schedules or Annexures : If there are detailed lists or descriptions (like a list of patent numbers or property descriptions), these are often attached as schedules to the main body of the deed.

Letter of Assignment (for Trademarks and Patents)

This is a less formal document compared to the Deed of Assignment and is often used to record the assignment of rights or licensing of intellectual property on a temporary or limited basis. While it can outline the terms of the assignment, it may not be sufficient for the full transfer of legal title of IP rights. It's more commonly used in situations like assigning the rights to use a copyrighted work or a trademark license.

For example, company X allows company Y to use their trademark for specific products in a specific country for a specific period.  

At the same time, company X can use a Letter of Assignment to transfer a trademark to someone. In this case, it will be similar to the Deed of Assignment. 

Intellectual Property Sales Agreement

An IP Sales Agreement is a detailed contract that stipulates the terms and conditions of the sale of intellectual property. It covers aspects such as the specific rights being sold, payment terms, warranties regarding the ownership and validity of the IP, and any limitations or conditions on the use of the IP. This document is essential in transactions involving the sale of IP assets.

However, clients usually prefer to keep this document confidential and prepare special deeds of assignment or letter of assignment for different countries.

IP Transfer Declaration

In the context of intellectual property, a Declaration is often used to assert ownership or the originality of an IP asset. For example, inventors may use declarations in patent applications to declare their invention is original, or authors may use it to assert copyright ownership. It's a formal statement, sometimes required by IP offices or courts.

When assigning a trademark, the Declaration can be a valid document to function as a proof of the transfer. For example, a director of company X declares that the company had sold its Intellectual Property to company Y. 

Merger Document

When companies or entities with significant IP assets merge, an IP Merger Document is used. This document outlines how the intellectual property owned by the merging entities will be combined or managed. It includes details about the transfer, integration, or handling of patents, copyrights, trademarks, and any other intellectual property affected by the merger.

In all these cases, the precise drafting of documents is critical to ensure that IP rights are adequately protected and transferred. Legal advice is often necessary to navigate the complexities of intellectual property laws.

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DEED OF ASSIGNMENT: EVERYTHING YOU NEED TO KNOW.

A Deed of Assignment refers to a legal document in which an assignor states his willingness to assign the ownership of his property to the assignee. The Deed of Assignment is required to effect a transfer of property and to show the legal right to possess it. It is always a subject of debate whether Deed of Assignment is a contract; a Deed of Assignment is actually a contract where the owner (the “assignor”) transfers ownership over certain property to another person (the “assignee”) by way of assignment. As a result of the assignment, the assignee steps into the shoes of the assignor and assumes all the rights and obligations pertaining to the property.

In Nigeria, a Deed of Assignment is one of the legal documents that transfer authentic legal ownership in a property. There are several other documents like a deed of gifts, Assent, etc. However, this article focuses on the deed of assignment.

It is the written proof of ownership that stipulates the kind of rights or interests being transferred to the buyer which is a legal interest.

Read Also: DIFFERENCE BETWEEN TRANSFER OF PROPERTY THROUGH WILLS AND DEED OF GIFT

CONTENTS OF A DEED OF ASSIGNMENT

Content of a Deed of Assignment matters a lot to the transaction and special skill is needed for a hitch-free transaction. The contents of a deed of assignment can be divided into 3 namely; the introductory part, the second (usually the operative part), and the concluding part.

• THE INTRODUCTORY PART: This part enumerates the preliminary matters such as the commencement date, parties in the transaction, and recitals. The parties mentioned in the deed must be legal persons which can consist of natural persons and entities with corporate personality, the name, address, and status of the parties must be included. The proper descriptions of the parties are the assignor (seller) and assignee (buyer). The Recitals give the material facts constituting the background to the current transaction in chronological order.
• THE SECOND PART (USUALLY THE OPERATIVE PART): This is the part where the interest or title in the property is actually transferred from the assignor to the assignee. It is more like the engine room of the deed of assignment. The operative part usually starts with testatum and it provides for other important clauses such as the consideration (price) of the property, the accepted receipt by the assignor, the description of the property, and the terms and conditions of the transaction.
• The testimonium : this shows that all the parties are involved in the execution of the deed.
• Execution : this means signing. The capacity of the parties (either individual, corporate bodies, illiterates) is of great essence in the mode of execution.  It is important to note that the type of parties involved determines how they will sign. Example 2 directors or a director/secretary will sign if a company is involved. In the same way, if an association, couple, individual, illiterate, family land (omonile), firm, unregistered association, etc. is involved the format of signature would be different.
• Attestation : this refers to the witnessing of the execution of the deed by witnesses.

For a Deed of Assignment to be effective, it must include a column for the Governor of the state or a representative of the Government where the property is, to sign/consent to the transaction. By virtue of Sec. 22 of the Land Use Act, and Sec. 10 Land Instrument Registration Law, the Governor must consent to the transaction.

Do you have any further questions? feel free to call Ibejulekkilawyer on 08034869295 or send a mail to [email protected] and we shall respond accordingly.

Disclaimer: The above is for information purposes only and should not be construed as legal advice. Ibejulekkilawyer.com (blog) shall not be liable to any person(s) for any damage or liability arising whatsoever following the reliance of the information contained herein. Consult us or your legal practitioner for legal advice.

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The report of the Law Commission in September 2019 addressed the question of electronic signatures, confirming that electronic signatures can be used to execute documents, including deeds.  See our briefing on the report.  The Law Commission also stated its current view that the requirement for a deed to be signed “in the presence of a witness” means that the witness must be physically present.  

Witnessing via, for example, video link is not currently recommended. In the case of either wet ink or electronic signatures, the law for execution of deeds is the same: the witness must attest the signature (which means that he or she must be present and see the signatory sign the deed, and then apply his own signature to confirm that).  But must the signatory see the witness sign the document?  That was one of the questions considered in a recent case ( Wood v Commercial First Business Ltd (in liquidation) (2019) EWHC 2205 (Ch) )

A borrower brought multiple claims against a mortgage lender and its assignees, seeking to set aside two commercial mortgages.  Amongst other claims, the borrower argued that the documentation for the first mortgage had not been duly attested because the witness had not signed the documents in the borrower’s presence.

The High Court rejected the borrower’s argument that in order for a deed to be validly executed, the person executing it and the witness must not just have signed but must have signed in the presence of one another. Upon reviewing section 1(3) Law of Property (Miscellaneous Provisions) Act 1989 ( LP(MP)A ), the court accepted that there is a clear requirement in section 1(3)(a)(i) LP(MP)A for the person executing the deed to do so with the witness present due to the wording “ in the presence of a witness who attests the signature ”. However, it noted that there is no such express requirement in relation to the witness themselves. The court considered it “plain” that if those drafting the legislation had wanted there to be a requirement that the witness should sign in the presence of the person executing the document, they could have very easily expressed it in the wording of the statute. Omitting such a requirement was unlikely to be accidental so the court concluded that the proper interpretation of s.1(3) LP (MP) A is that “ while there is a requirement for the person executing the deed to sign in the presence of a witness, it is not a requirement for the witness to sign in the presence of the person executing the deed (or indeed of anybody else) ”.

Although this case was decided on the interpretation of LP(MP)A, similar provisions in relation to execution of deeds apply in relation to companies in the Companies Act 2006, and we can expect the same rules in relation to witnessing to apply in that context. 

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Drafting a Deed of Assignment

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Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom. Also note: This is not legal advice.

Introduction

A Deed of Assignment is a vital legal document used to transfer rights, interests or assets between parties. It is regularly used in business transactions, and often regarding real estate or intellectual property. A well-crafted deed of assignment can protect both sides from potential legal disputes, ensuring that everyone involved understands their obligations and responsibilities.

The Genie AI team has seen many instances where having a valid deed of assignment can make all the difference - without it businesses could be exposed to considerable risk. That’s why we offer free templates and step-by-step guides to help those wishing to draft their own deed.

When creating a Deed of Assignment it is important to take the specific circumstances into account - any changes or additions should be accurately documented and agreed by all involved parties beforehand. Furthermore, it is essential that the terms are clearly written out in an unambiguous way so every party knows exactly what they have signed up for. Beyond protecting both sides’ interests, this type of agreement can also be used for copyright assignments, leases, debt transfers and trusts.

Before signing on the dotted line it’s also critical that executing such documentation is done properly - all parties must sign in the presence of a witness who will also affix their signature and date the document accordingly. Once this process has been completed filings must then be made with any relevant government authorities whenever necessary (especially in cases involving real estate or intellectual property transfers).

In summary, drafting a Deed of Assignment not only safeguards everyone’s best interests but also provides additional benefits depending on its use case - reading through our step-by-step guidance below should provide you with more information on how to access our template library today and start benefitting from its advantages without needing to sign up for an account with Genie AI first!

Definitions (feel free to skip)

Legal Binding: When a legally binding document is used, it means that all parties involved are legally obligated to follow the terms and conditions set forth in the document.

Assignor: The assignor is the person who is transferring rights, interests or assets to someone else.

Assignee: The assignee is the person who is receiving the rights, interests or assets from the assignor.

Witness: A witness is an independent third-party who is present when a document is signed, in order to ensure that the process is completed in a secure and legally binding manner.

Stamp: A stamp is an official seal or mark that is used to verify and authenticate a document.

Tax: A tax is a sum of money that is paid to a government or public authority.

Duty: Duty is an obligation or responsibility assigned to someone.

Defining the Deed of Assignment

What is a deed of assignment and what is its purpose, parties involved, who needs to be involved in the making of a deed of assignment, drafting the deed, determine what kind of deed of assignment needs to be drafted, consider the subject matter to be assigned in the deed, research the legal requirements for the kind of deed to be drafted, draft the deed of assignment in accordance with the legal requirements, executing the deed, check that the parties to the deed are correctly identified, confirm that the deed is correctly signed and dated by all parties, confirm that the deed is witnessed by an independent third party, have the deed of assignment properly executed by all parties, registration, determine whether the deed of assignment needs to be registered, if registration is necessary, confirm the registration procedures, take necessary steps to register the deed of assignment, considerations, consider any applicable tax or stamp duty implications of the deed of assignment, consider any restrictions or limitations on the rights being assigned, consider whether the deed of assignment needs to be registered in any public records, common mistakes, not accurately identifying all of the parties to the deed, not having the deed properly executed by all parties, not having the deed witnessed by an independent third party, not considering any applicable tax or stamp duty implications, not considering any applicable restrictions or limitations on the rights being assigned, record keeping, ensure that the original deed of assignment is securely stored, create a digital copy of the deed and store it in a secure manner, review the deed of assignment to ensure accuracy, confirm that all steps have been completed correctly, seek advice from legal professionals if necessary, get started.

• Establish the parties involved in the Deed of Assignment
• Identify the property or service being assigned
• Specify the terms of the assignment
• Ensure the Deed of Assignment is properly witnessed
• Check that all signatures are valid

When you have completed the steps above, you will have successfully defined the Deed of Assignment and can proceed to the next step.

• A deed of assignment is a legal document that is used to transfer the rights and responsibilities of one party (the assignor) to another party (the assignee)
• It is used to transfer contractual rights and obligations between parties
• It should include information such as the names of the parties, the date of the assignment, and the description of the rights transferred
• You will know that you have completed this step when you have an understanding of what a deed of assignment is and why it is used.
• Identify the party transferring their rights (the assignor) and the party receiving the rights (the assignee)
• Draft the deed in the name of both parties, including full names and contact details
• Ensure the deed is signed by both the assignor and assignee
• Once the deed is signed, the parties should exchange copies of the document

Once the assignor and assignee have been identified and the deed has been drafted and signed, you can check this step off your list and move on to the next step.

• Identify the parties involved in the Deed of Assignment. This would typically include the assignor (the party transferring their rights or interest) and the assignee (the party receiving the rights or interest).
• Ensure that all parties involved have the legal capacity to enter into a contract.
• When all parties have been identified and their legal capacity has been verified, you can check this step off your list and move on to drafting the Deed.
• Read the applicable laws in your jurisdiction to determine the required language and structure of the Deed of Assignment
• Gather the necessary information on the parties, the asset being assigned, and other relevant details
• Draft the Deed of Assignment, taking into account all the necessary details
• Make sure the language is clear and unambiguous
• Have the Deed of Assignment reviewed by a legal professional
• When the Deed of Assignment has been drafted and reviewed, you can move on to the next step.
• Identify the type of assignment that needs to be drafted and the legal requirements that need to be satisfied
• Consider the purpose of the Deed and the rights and obligations of the parties to the Deed
• Determine if the Deed is for an absolute or conditional assignment
• Consider if the Deed should be an express or implied assignment
• Determine if the Deed needs to be in writing or if it can be oral
• Check the applicable laws in your jurisdiction to ensure that you are drafting a valid Deed
• Check if there are any additional requirements that need to be included in the Deed

When you can check this off your list: Once you have identified the type of assignment and the relevant legal requirements, you can move on to considering the subject matter to be assigned in the Deed.

• Identify the subject matter of the Deed of Assignment, such as a patent, trademark, copyright, or other intellectual property
• Assess the value of the subject matter and any associated liabilities
• Understand the relationship between the assignor and assignee
• Have all necessary documents, such as a purchase agreement, to provide more detail about the assignment

Once you have identified the subject matter of the Deed of Assignment, assessed its value, understand the relationship between the assignor and assignee, and gathered any additional documents, you can move onto the next step of researching the legal requirements for the kind of Deed to be drafted.

• Research the relevant legislation, case law, and other materials related to the Deed of Assignment to be drafted
• Consult with a lawyer familiar with the relevant law to understand the requirements
• Take detailed notes on the legal requirements that must be adhered to in the Deed of Assignment
• Once you have all the necessary information, double-check that you understand the requirements before moving on to the next step.
• Prepare the text of the Deed, ensuring that all relevant information regarding the parties, the subject matter, and the consideration is included
• Check to make sure the language conforms with relevant laws and regulations
• Have the Deed reviewed by a solicitor to ensure that it complies with all legal requirements
• Once the Deed has been approved by a solicitor, have the parties sign the document
• Once the Deed has been signed by both parties, make multiple copies and ensure each party has a copy
• This step is complete once the Deed has been signed and each party has a copy of the document.
• Ensure both parties sign the Deed of Assignment in the presence of two witnesses who are over the age of 18 and not parties to the Deed
• Have both parties sign the deed in the presence of two witnesses and have the witnesses sign the deed to attest to witnessing the signature of the parties
• Check that the parties have signed the Deed in the presence of the witnesses by noting the signatures and the dates of signature in the execution clause of the Deed
• Once the Deed has been executed, have the parties date and keep a copy of the Deed in a secure place
• You will know that you have completed this step when the Deed has been properly executed by the parties in the presence of two witnesses.
• Identify all parties to the Deed and verify that their details are correct.
• Ensure that all parties to the Deed are identified in the document and that the details of each party are accurate and up-to-date.
• Check that the names, addresses and contact details of each party are correct.
• Once you have verified that the parties and their details are correctly identified, you can move on to the next step.
• Check that all parties have signed the Deed in the correct place, and that the date of signature is correct
• Ensure that each party has signed the Deed in the presence of an independent witness
• Check that all parties have signed the Deed with their full name and title, if applicable
• Confirm that the date of signature is correct and that all parties have signed on the same date
• Once you have verified that all parties have correctly signed and dated the Deed, you can proceed to the next step.
• Ensure that the Deed is witnessed by an independent third party who is not a party to the Deed.
• Ask the third party to sign the Deed and provide their name, address, occupation and date of signing.
• Check that the third party has signed and dated the Deed.
• Once the above is complete, you can check this step off your list and move on to the next step.
• Obtain signatures from all parties on the deed of assignment, ensuring that each party signs in the presence of a witness
• Have an independent third party witness each party’s signature
• Ensure that all parties have a valid form of identification, such as a driver’s license or passport, available for inspection by the witness
• Ensure that all parties sign the deed of assignment in the presence of the witness
• Obtain the witness’ signature, confirming that all parties signed in the presence of the witness
• You will know this step is completed once all parties have signed the deed of assignment and the witness has signed confirming they were present during the signing.
• Obtain a copy of the executed Deed of Assignment from all parties
• Contact the relevant state or territory office to determine whether the Deed of Assignment needs to be registered
• If registration is required, complete the necessary forms, pay the registration fee, and submit the required documents
• Once the Deed of Assignment is registered, the registrar will issue a certificate of registration
• Check off this step when you have received and reviewed the certificate of registration.
• Research the applicable laws and regulations in the relevant jurisdiction to decide if the Deed of Assignment needs to be registered
• Consult a legal professional if unsure
• When you have the answer, you can move on to the next step.
• Confirm what type of Deed of Assignment requires registration with the relevant government agency or registry.
• Research the registration procedures and the requirements you must meet in order to register the Deed of Assignment.
• Obtain any fees or additional documents that are necessary to complete the registration process.
• Ensure that all parties to the Deed of Assignment understand the registration process and the requirements for completing it.

You can check off this step once you have researched and confirmed the registration procedures for the Deed of Assignment.

• Gather the necessary documents for registration, such as the Deed of Assignment, supporting documents, and the applicable fee
• Visit the registration office to register the Deed of Assignment
• Submit the necessary documents to the registration office
• Pay the applicable fee
• Obtain a copy of the registered Deed of Assignment
• Upon completion of the above steps, you can check this off your list and move on to the next step.
• Review and understand the nature of the rights and obligations being assigned
• Determine if there are any restrictions or limitations in the assignment
• Assess if any approvals are needed from third parties before the assignment is valid
• Confirm that the assignor has the right to assign the interest being transferred
• Check to see if the assignee has the necessary capacity to accept the assignment
• Analyze if the assignment is subject to any applicable laws or regulations
• Determine if any additional documentation is needed to support the assignment
• Once you have considered all of the above, you can proceed with drafting the Deed of Assignment.
• Check with your local taxation authority or a qualified tax professional to see if the Deed of Assignment is subject to any taxes or stamp duty.
• Ensure that the Deed of Assignment includes any required taxes or stamp duty payments.
• Check to see if the tax or stamp duty implications vary by jurisdiction.
• Once you’ve considered the tax or stamp duty implications, you can move on to the next step.
• Identify any restrictions or limitations that could affect the transfer of rights in the Deed of Assignment
• Consider whether there are any legal restrictions that must be observed in the transfer of the rights being assigned
• Research any relevant industry standards or regulations to ensure that the restrictions or limitations on the rights being assigned are compliant
• Ensure that the Deed of Assignment clearly outlines the restrictions or limitations of the rights being assigned
• When all restrictions or limitations on the rights being assigned are taken into consideration, checked for compliance and outlined in the Deed of Assignment, this step is complete.
• Consider whether the Deed of Assignment needs to be registered with any government or public agencies.
• Determine if any registration is required or optional.
• Research the relevant regulations and laws to ensure that the assignments are properly recorded.
• Check any local requirements or restrictions.
• Once you have determined that the Deed of Assignment does or does not need to be registered, you can move on to the next step in the process.

• Read over the Deed of Assignment twice to make sure you’re accurately identifying all of the parties to the Deed. Make sure you include the full names and addresses of the assignor and assignee, as well as any other relevant parties. • Check that the legal description of the subject property is accurate. • Ensure that the consideration (the amount being exchanged for the assignment) is stated clearly and accurately. • Make sure that the names of the initial parties to the Deed are also included in the recitals. • Ensure that the recitals and the express terms of the Deed are consistent with one another. • Make sure that the Deed is signed, notarized, and delivered in accordance with state law.

Once you’ve completed the above steps, you can check off this task and move on to the next step in the guide.

• Identify the assignor and assignee. The assignor is the party transferring their rights and the assignee is the party receiving the rights.
• Check all of the details are correct. This includes the names, addresses and other contact information for both parties.
• Draft the deed to ensure that the assignor and assignee are accurately identified.
• You can check this off your list and move on to the next step once you have confirmed that the assignor and assignee have been accurately identified in the deed.
• Ensure that all parties to the Deed have read, understood and agreed to the terms and conditions of the agreement.
• Have all parties affix their signature to the Deed and the accompanying documents.
• Check that all the signatures are dated and in the presence of a witness.
• When all parties have properly executed the Deed, you can move on to the next step.
• Ensure all parties have signed the Deed in the presence of a witness.
• The witness must be an independent third party who is not a party to the Deed.
• The witness must sign each page of the Deed that contains a party’s signature.
• The witness must also include their full name, address and occupation on the Deed.
• Once all of the above requirements are met, then you can check this off your list and move on to the next step.
• Determine the applicable taxes or stamp duty implications for the Deed of Assignment.
• Research any applicable taxes or stamp duty fees for the Deed of Assignment.
• Calculate the applicable taxes or stamp duty fees for the Deed of Assignment.
• Make sure to include the applicable taxes or stamp duty fees in the Deed of Assignment.

Once you have determined the applicable taxes or stamp duty implications for the Deed of Assignment, and included them in the Deed of Assignment, you can move on to the next step.

• Determine the rights that you are assigning and review any applicable laws or regulations to ensure that the assignment of such rights is permitted.
• Consider any applicable contractual restrictions or limitations on the rights being assigned, such as any applicable confidentiality obligations or restrictions on the transfer of rights.
• Once you have determined that the assignment of the rights is permitted and there are no applicable restrictions or limitations, you can proceed to the next step of recording keeping.
• Create a record of the Deed of Assignment, including the date it was executed, by each party
• Maintain a copy of the Deed of Assignment in a secure place
• Record any additional related documents, such as any security documents, release documents, or other agreements
• When all of the above have been done, you can check this off your list and move on to the next step.
• Obtain a physical copy of the original Deed of Assignment
• Ensure the original Deed is signed by both parties
• Keep the original Deed in a safe and secure place, such as a locked filing cabinet or safe
• Make sure the document is stored in a location that is accessible to both parties
• Ensure that the original Deed is not destroyed or tampered with in any way

You can check this off your list and move on to the next step once the original Deed of Assignment is safely stored in a secure location.

• Scan or take a digital photo of the original Deed of Assignment and save it to a secure location.
• Ensure that the digital copy is readable and clearly displays all of the information contained in the original document.
• Ensure that the digital copy is stored in a secure location, preferably on a cloud-based storage system or other secure server.
• Make sure that only authorized personnel have access to the digital copy of the Deed.
• When finished, you will have created a digital copy of the Deed and stored it in a secure manner.
• Read over the Deed of Assignment to ensure accuracy
• Make sure all details are correct, and all parties are named
• Verify that all signatures are complete and accurate
• Make sure the date of the assignment is correct
• Check that the document is formatted and laid out correctly
• Once you are satisfied with the accuracy of the Deed of Assignment, you can move on to the next step.
• Read through the entire document to make sure all the information is correct
• Double check that the names and details of the parties involved are spelled correctly
• Ensure that all the dates are accurate, and that any and all parties have signed the deed in the right places
• Check that the terms and conditions in the deed are consistent with the agreement between the parties
• When you have verified all the details, you can check this off your list and move on to the next step.
• Check the Deed of Assignment to ensure that all required elements are present, including accurate information and signatures of all parties.
• Verify that any and all attachments to the Deed of Assignment are included and accurate.
• Ensure that all dates, signatures, and other pieces of information are accurate and up-to-date.
• Once you’ve confirmed that all of the steps have been completed correctly, you can move on to the next step.
• Seek professional advice from a lawyer or other legal professional to ensure that the deed of assignment is legally binding and enforceable.
• Request that the legal professional checks that all steps have been completed correctly, and that the deed of assignment meets all requirements under local law.
• Ask the legal professional to provide you with written advice on any changes or revisions that may be necessary to make the deed of assignment valid and enforceable.
• Once the legal professional has confirmed that the deed is legally sound, you can check off this step and proceed with the next one.
• Research legal professionals who are able to provide advice and assistance with the drafting of a deed of assignment
• Contact the legal professionals to discuss the specific requirements and details of the deed of assignment
• Ask the legal professionals if they are able to provide advice and assistance with the deed of assignment
• Receive advice from the legal professionals and make changes to the deed of assignment accordingly
• Once you are satisfied with the changes to the deed of assignment, you can move on to the next step.

Q: Does a Deed of Assignment need to be signed?

Asked by John on April 23rd 2022. A: Yes, a Deed of Assignment needs to be signed by both the assignor and the assignee in order for it to be legally binding. The signatures should be witnessed and dated, and should be in front of an independent witness who is not related to either party. It is also important to include the relevant clauses and provisions in the deed, as these will set out the rights and obligations of each party.

Q: What is the difference between an assignment and a novation?

Asked by Sarah on July 29th 2022. A: An assignment is a transfer of rights or obligations from one party to another, while a novation is a transfer of rights or obligations from one party to another with the consent of all parties involved. An assignment does not necessarily require the consent of all parties, while a novation always requires the consent of all parties. Additionally, an assignment can transfer rights or obligations without necessarily extinguishing any pre-existing agreements, while a novation extinguishes any pre-existing agreements.

Q: Is a Deed of Assignment legally binding in different jurisdictions?

Asked by Tyler on October 17th 2022. A: Yes, a Deed of Assignment can be legally binding in different jurisdictions, though the exact requirements for validity may differ from jurisdiction to jurisdiction. In general, however, a Deed of Assignment needs to be signed by both parties and witnessed by an independent third party in order for it to be legally binding. Additionally, the deed should include all relevant clauses and provisions that are applicable in each jurisdiction.

Q: Are there any tax implications when drafting a Deed of Assignment?

Asked by Emma on January 15th 2022. A: Yes, there are tax implications that need to be taken into account when drafting a Deed of Assignment. Depending on the jurisdiction and specific tax laws, there may be tax implications for both parties if they are transferring rights or obligations under the deed. It is important to seek professional tax advice before entering into any agreement that involves transferring rights or obligations between parties as this could have significant financial implications for all involved.

Q: Do I need legal advice when drafting a Deed of Assignment?

Asked by Jacob on June 5th 2022. A: While it is not necessary to seek legal advice when drafting a Deed of Assignment, it is generally recommended in order to ensure that all relevant legal requirements are satisfied and that all involved parties are aware of their rights and obligations under the deed. It is also important to make sure that all language used in the deed is clear and unambiguous so that it can easily be understood by all parties involved.

Q: How can I ensure that my Deed of Assignment is valid?

Asked by Michael on August 28th 2022. A: In order for your Deed of Assignment to be valid, it must meet certain legal requirements which vary between jurisdictions. Generally speaking, your deed should include all relevant clauses and provisions applicable in your jurisdiction as well as signatures from both parties which should be witnessed by an independent third party who is not related to either party involved. Additionally, any language used within the document should be clear and unambiguous so that it can easily be understood by all involved parties.

Q: What information do I need to provide when drafting a Deed of Assignment?

Asked by Ashley on November 10th 2022. A: When drafting a Deed of Assignment, you will need to provide information about both parties involved such as their names, addresses, contact details and any other relevant information required under applicable laws in your jurisdiction. Additionally, you will need to include any relevant clauses or provisions applicable in your jurisdiction which will set out the rights and obligations of each party under the deed as well as any other information required for the document to be legally binding.

Q: What are common mistakes made when drafting a Deed of Assignment?

Asked by Joshua on February 20th 2022. A: One common mistake made when drafting a Deed of Assignment is failing to include all relevant clauses or provisions applicable in your jurisdiction which set out the rights and obligations of each party involved in the agreement. Additionally, failing to have the document signed by both parties or witnessed by an independent third party can render the document invalid or unenforceable under applicable law in some jurisdictions. Moreover, using ambiguous language within the document can also lead to misunderstandings and disputes further down the line which could be avoided if clear language was used throughout the document instead.

Example dispute

Lawsuit referencing a deed of assignment.

• The plaintiff may raise a lawsuit if they have been wronged by the defendant in a way that is outlined in the deed of assignment.
• For example, the deed of assignment may outline that the defendant is responsible for paying a certain amount of money to the plaintiff, and the defendant has failed to do so.
• The plaintiff may also raise a lawsuit if the defendant has failed to adhere to any other obligations laid out in the deed of assignment.
• The plaintiff would need to prove that the defendant has breached the deed of assignment in order to win the lawsuit.
• If successful, the plaintiff may be able to obtain a judgment in their favor, which may require the defendant to pay the plaintiff the money they are owed.
• In addition, the plaintiff may be able to seek other damages, such as punitive damages, if the breach of the deed of assignment was particularly egregious.
• Depending on the severity of the breach, the plaintiff may also be able to seek an injunction to prevent the defendant from continuing to breach the deed of assignment.
• Settlement of the dispute may also be possible, wherein the defendant agrees to pay a certain amount of money to the plaintiff, or agrees to adhere to the obligations laid out in the deed of assignment.

Templates available (free to use)

Deed Of Assignment For Rent Deposits Occupation Lease Deed Of Assignment Of Benefit Of Claim For The Freehold Or Extended Lease House Under Section 8 Or Section 14 Deed Of Assignment Of Equitable Interest In Residential Land Deed Of Assignment Of Goodwill And Intellectual Property Rights Transfer Of A General Partnership To An Llp Deed Of Assignment Of Property Sale Benefits [Section 42 Deed Of A

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Signed, sealed, delivered: execution of deeds and documents and how it might go wrong.

Published on 29th Sep 2016

After a series of long and complex negotiations, the document is finally agreed. Each party breathes a sigh of relief. But now the document must be validly executed – and this is where all the hard work in reaching agreement can be undone.

Below we answer ten questions that are commonly raised in relation to the execution of deeds and documents.

1. Can a contract be executed electronically?

Yes! English law lays down few formalities for the form of a contract and almost all simple contracts, even those which statute requires are “in writing” or “signed”, can be executed electronically. However, one point to bear in mind is whether the document will need to be filed with any authority or registry which may insist on a wet ink signature.

2. Can a deed be executed electronically?

Yes! The Law Society’s practice note  on the execution of a document using an electronic signature, which was published on 21 July 2016 and which represents the Law Society’s view of good practice in this area, has clarified that a deed can be executed electronically. At common law, a deed must be in writing, but there are a number of cases which have confirmed that an electronic representation of a document (for example, an exchange of emails) can satisfy this “in writing” requirement.

Commonly, deeds are executed on behalf of a company by a director of that company in the presence of a witness who attests the signature of the director. The Law Society’s practice note states that if that witness “genuinely observes” the director signing the deed using an electronic signature, and the witness then goes on to sign the adjacent attestation clause, the deed will have been validly executed. It is best practice for the witness to be physically present when the signatory signs the deed.

3. What has to be done to ensure that a deed is “delivered”?

One of the distinguishing factors about the execution of a deed as compared to a contract is that a deed must be “delivered”. Delivery fixes the date from which the executing party is bound by the deed, and once delivered, a deed is irrevocable in the absence of an express right of revocation. At common law, a deed is delivered when a party expresses an intention to be bound by the deed, even if it retains possession of the document.

The best way to deal with delivery of a deed is to have clear wording in the document setting out that the deed will be delivered on the date appearing at the head of the document. Where a deed is executed by a company, legislation provides that it is presumed to be delivered on execution, unless a contrary intention is proved. There is no such presumption for execution by an individual. Clear wording in the document confirming the position on delivery will avoid confusion and unintended consequences.

4. What date should be inserted into the deed?

Where a deed contains wording stating that it is executed and delivered on the date appearing at the head of the document, as recommended above, then a date should be inserted that is on or after the date that the last signatory signed. However, if the deed does not contain such wording, case law has held that the absence of a date will not affect its validity, which usually takes effect from delivery.

A deed may in certain circumstances be drafted for its provisions to take effect from a date before the date of its execution. If so, care is required. For example, in pensions, many deeds purporting to make, or to “confirm” amendments to a pension scheme made from a date prior to the date of execution and delivery of the deed have been found to be ineffective, due to statutory and case law restrictions on the power to amend a pension scheme retrospectively.

No deed or contract must ever be back dated (i.e. given a date that is earlier than the date it was executed). This is potentially fraudulent.

5. Who can be a witness to the signatory of a deed?

There is no statutory provision requiring a witness in these circumstances to be independent. However the purpose of having a witness is so that they can provide unbiased evidence of what was signed and by whom, if required in the future. Therefore a witness should be independent and it is best practice to interpret this widely.

A witness should not be the signatory’s spouse or partner or a family member, and should not have a personal interest in the provisions of the document. Case law has confirmed that a party to the document cannot act as a witness to another party’s signature. It is advisable that a witness is aged eighteen or over.

6. Do all parties have to sign the same document?

No. If the parties to an agreement do not intend to sign the same physical document, it is best practice to include a counterparts clause in the agreement which in effect creates more than one original document. However, omitting such a clause will not invalidate a document which is in fact signed in counterpart.

7. Do all parties have to use the same method of execution?

No. The parties to an agreement could validly execute a document using different methods; for example, one party signing electronically and a second using a wet ink signature. A composite version could then be created, either by using a print-out of the electronically signed page together with the wet ink signed pages, or by scanning the wet ink pages to add to the electronically signed page. If that document was later required to be produced in evidence, an English court would accept the composite version.

8. Can a company use pre-signed signature pages in the execution of a simple contract?

Yes. In February 2010, the Law Society published a practice note  on the execution of documents by virtual means, which represents its view of good practice. When executing a simple contract between two parties which are not physically present at the same meeting, it is acceptable to use pre-signed signature pages. When doing this, the signature page should clearly identify the document to which it relates. When the document is finalised, those organising the signing should email the final version of the document to each absent party (or their lawyers) and obtain confirmation from that party (or their lawyers) that they have agreed the final version, and that they authorise the pre-signed signature page to be attached to the final version and for the document to be dated and released.

9. Can one individual execute a document as both a director and the company secretary?

No. The Companies Act 2006 states that a provision requiring something to be done by a director and the company secretary is not satisfied by it being done by the same person acting both as director and secretary. The document could instead, though, be signed by the director in the presence of a witness.

10. What are the possible consequences of executing a document incorrectly?

The recent pensions case, Briggs v Gleeds , illustrates that the consequences can be severe. Gleeds was a partnership that operated a final salary pension scheme. Over a period of more than fifteen years from 1991, a number of deeds of amendment were executed making significant changes to the pension scheme, including closing the scheme to the future accrual of benefits.

It was later discovered that the partners’ signatures on these deeds had not been validly witnessed, as required under the Law of Property (Miscellaneous Provisions) Act 1989. The additional liability for Gleeds to fund the scheme, owing to the deeds having been invalidly executed, was in the region of £45 million.

The High Court held that the deeds were not valid and had no effect. Arguments that the trustees and scheme members should be “estopped” from denying the validity of the deeds did not succeed. The case is, however, due to be appealed to the Court of Appeal on a number of points.

Failure to execute contracts properly is less commonly a problem than deeds. This is because fewer formalities must be complied with when executing a simple contract. Nevertheless, it is essential that both types of document are executed properly to ensure their validity and operation as intended. Whilst the Gleeds case is indicative of the current trend that the courts take a strict approach to observing formalities within the pensions context, the principles have wider application.

* This article is current as of the date of its publication and does not necessarily reflect the present state of the law or relevant regulation.

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Deeds: clearing the confusion on what a deed is, when to use one and why

My word is my bond

Creating a deed, delivering a deed, what are the advantages of a deed, why and when to use a deed, more information and useful legal documents.

This article tells you how to create a deed and when you should use one. It also tells you the advantages of using a deed over an agreement.

The law at its most basic is that if you put your name to a document you are bound by it. Today you can also be bound by an electronic signature provided it is clear that you intended to be bound.

Lawyers like certainty and safety, so they often use a deed because it costs nothing to do so, avoids the slightest risk, and adds an aura of legal mystery.

Deeds are often used unnecessarily. This article explores the real differences between the two and explains when to use a deed.

In any UK jurisdiction, a document need only be 'signed as a deed and delivered' to be a deed.

Signature by the maker

Signing as a deed requires those very words above to be written on the document and the signature of the person making the deed.

The signature should be on the document itself approximately in the space provided.

The words of execution should name the signatory or otherwise make clear who has signed the document.

For obvious reasons, the signature ought to be in ink or some other indelible medium.

Witnessing the signature

The signature should be witnessed.

The witness must write their name and address below or very near the maker's signature.

The law says that the witness must 'sign'. But that means they must write their name legibly, not sign their signature. Nowadays, we are so used to the word 'sign' meaning to make a unique mark that identifies us, that we forget that the purpose of a witness signing is to identify who saw the person making the deed doing so.

For the witness signature, an illegible scribble is not satisfactory because they are not a party to the document. They are there to be able to confirm at a later date, that the person who signed was the person named. An illegible signature would not help to find the witness! The witness must also add their private address - again to facilitate finding them later.

So that the witness is impartial, it is best that they are not a spouse or close relative or a life partner either.

Most deeds also use the word 'deed' in their title (such as in 'deed of change of name'). That is helpful, but not strictly necessary.

Long ago, it was necessary to confirm delivery by spoken words as well as by handing your deed to your counter party.

Gradually, the process has become simpler. Now, all that is required is to demonstrate an intention to be bound by the deed in order for delivery to take place. You do not need spoken words. It is enough to hand over the keys, or take some other action indicating your intention.

So, although delivery has become virtually taken for granted, it is still good practice to use the words 'and delivered' in the attestation at the end.

There are several but only one is important:

The witness supports who signed

Signing as a deed requires a witness, and having a witness around makes it very difficult indeed for anyone to deny that such a document was properly signed and as to when it was signed. That was more important before the days of electronic communications, but the principle is the same today.

The other less important reasons are:

No consideration required

A deed is binding without 'consideration'. That means one party (or maybe more than one if there are many parties) gives no value.

Deeds are often mistakenly used instead of an agreement under hand because consideration required in an agreement is assumed to be money or equivalent (market) worth. However, value is rarely a problem and shouldn't be a deciding factor in whether to sign the document as a deed. Consideration can be any value, whether 'a peppercorn', or 'one pound' or 'the goodwill I know this gift will foster'.

A deed only requires one party

You can have a single party to a deed. An agreement under hand requires at least two parties (because you cannot agree with yourself to do something).

Longer enforcement period

You have 12 years in which to enforce the breach of a term in a deed. It is six years in an agreement under hand.

When you transfer or charge land

Because a witness adds certainty to signature and date, every 'instrument' creating, conferring or transferring an interest in real property must be a deed.

That has been the case for centuries, but it is stronger than ever now because any such interest must be registered and the Land Registry will not register an interest conferred by an instrument signed under hand.

For example, if you create a declaration of trust in a property , you must do so by using a deed.

If your agreement might come before a foreign court

Many foreign jurisdictions still work in the Dark Ages, so you are less at risk from nasty surprises if you use a deed - or at least have witnesses to the signatures on your agreement.

When you are the only party to a document

For example, if you set up a trust or change your name.

To confirm a defective agreement

For example, when the consideration has already been given or exchanged and is therefore 'past consideration'.

When you assign or transfer a 'chose in action'

A chose in action, for simplicity, is 'an intangible, property right, enforceable at law'. An example is an insurance policy.

The only way to transfer every legal right in a debt to someone else would be by a novation. That means an agreement signed by the original parties and the new assignee.

A novation agreement is often impractical, because it requires the transferring parties to find the other party and obtain their consent and signature. For example, insurance companies have no desire to run up and down the country signing novation agreements with everyone who ever wants to transfer a policy. So instead they accept notice of the deal provided the document of transfer is a deed. So a 'deed of assignment' must assign either real property or a chose in action where the use of a deed has become generally accepted and usual.

Less consistently than insurance companies, a bank may accept a document to which it is not a party, only if it is a deed. The reason is that they feel more comfortable with the additional security provided by a witness.

Because the only way to transfer every legal right is by a novation agreement, that is what you should use whenever it is possible to do so. That means use it whenever all three parties can get together and agree. By now you will have gathered that a novation need never be by deed. No witness can improve on the security provided by all three parties signing the document to confirm their agreement. You cannot be much safer in accepting a document than when it has been signed by three unconnected people, so it is strange that one of the only agreements that cannot be improved by using the deed form, is often referred to as a 'deed of novation'.

In practice, the following are good rules of thumb.

• Use a deed to evidence a gift because the donor (the giver) and the donee (the receiver) may be connected.
• When you assign an interest in a lease, use the three-sided 'consent to assignment', which is a novation by another name.
• If you sign an agreement, it may not be effective until you exchange for a copy signed by the other side, or until they sign the same document. Not so a deed: it binds you immediately, even if there other side has not yet signed or there remains an unfulfilled obligation by them.
• If you assign without the express consent of the third party, the third party learns of the assignment and continues to act as before, they thereby confirm acceptance. (Example: sale of a block of telephone contracts, where the customers make payment to the assignee, who continues to provide the service).
• In an agreement under hand, 'past consideration is no consideration'. The value transferred in any contract must be current or future. The agreement is otherwise void. But in a deed, consideration is not relevant.
• An instrument transferring an interest in land (meaning real estate) must be a deed. Although many simple agreements may be registrable as a notice or low level charge, you will always be safer if you use a deed whenever you may need Land Registry registration.
• By Section 44(5) of the Companies Act 2006, in favour of a purchaser (in good faith for valuable consideration), a document signed on behalf of a company by two authorised signatories, or by a director in the presence of an attesting witness, is deemed to have been duly executed by the company even if the signatory had no authority to sign or enter into the transaction concerned.
• Your will is different. The rules on signing and witnessing (attesting) a will are precise, strong and different.

If you are interested in transferring property, you may be interested in an agreement to assign a lease or an assignment agreement for a life insurance or endowment policy .

We also stock a number of novation agreements .

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Requirements For A Valid Deed In Texas

• By: Farren Sheehan, Esq.
• Published: October 26, 2021

Drafting a valid deed or conveyance of land in Texas, in its most basic form, is subject to a number of statutory and common-law requirements. Many of these date back hundreds of years to their basis in England during the Dark Ages. These broadly relate to the following:

These are only the basics of a rudimentary deed in Texas. They do not address more complex arrangements or potential liabilities. However, they should provide some insight into the law governing transfers of land. Austin real estate attorney Farren Sheehan has experience with a variety of land transfers. Furthermore, she offers a case evaluation for deeds and other real estate matters.

The Form of the Deed

In Texas, a deed must be in writing and signed by the person transferring the land. We call this the “grantor.” The person the grantor transfers the land to is the “grantee.” You do not have to use particular words to constitute a legally effective transfer. However, whatever words you use must show intent to sell or bargain for the property at the time you write the words. Put differently, the language used must show a present intent to transfer the property . The grantor must use words that indicate unambiguously that the grantor intends to transfer the land.

For example, the grantor “gives” or “conveys” the land. You cannot just say that you wish to give the land to someone. Additionally, you cannot say that you want to give the land to someone in the future. Neither example is adequate. The deed must also sufficiently identify the grantor and the grantee as well as describe the land with reasonable clarity.

Identifying the Parties to the Transfer

In order to be binding between the grantor and the grantee, the grantor must sign the deed . The name of the grantor does not necessarily need to be present in the body text of the deed.

The deed must also identify the recipient of the land (the grantee) with reasonable certainty . On the deed itself, you do not need to use the actual name of the grantee as long as you can clearly identify the grantee with certainty. For example, a deed to “my sister” is sufficient if I have only one sister. However, it is invalid if I have more than one sister and there is no other evidence clarifying which sister I meant to deed the land to. Additionally, you cannot give land to a deceased person or a corporation no longer in existence. However, you can transfer it to that deceased person’s heirs. For example, a grant of land “to X or his heirs” is a valid transfer to X’s heirs even if X passed away at the time you made the grant of land. A grantor can, however, deliver a deed with a blank where the grantee’s name is to be written in later to a second person. In that case, the second person will have the irrevocable authority to fill in the name of the grantee. This will then create a valid deed.

Describing the Land in the Deed

To covey land in Texas, all deeds must contain a valid description of the land . What is the basic standard for deciding whether a description is valid? It is whether a person familiar with the locale would be able to distinguish, with certainty , the parcel or parcels of land the deed is describing from other land in the same area . This description can be contained within the deed itself. It can also reference another writing in existence at the time the deed is drafted. This works as long as the method of identification or the information given satisfies this standard.

Executing or Signing the Deed

As indicated above, in order for the deed to be binding between the parties, the grantor must sign the deed . However, in order to be recorded in the county deed records in Texas, the grantor’s signature must be acknowledged . For example, you can do so through a certification by a notary public. There are other methods of validating the grantor’s signature for the purposes of recording the deed in the county records as well. However, the most common and accessible method by far is through a notarization.

Additionally, it is important to record the deed in the county deed records. This then gives the public at large notice of the current identity of the person who holds title to the land. Once a deed is recorded in the county records, the law treats everyone as if they have notice of the deed. That is because it is available for the public to search. If a deed is not recorded, then the grantor could sell the land to a second grantee. In that case, the second grantee would get to keep the land if they were the first to record their deed and did not have actual knowledge of the deed to the first grantee. This second grantee is known as a “bona fide purchaser” in the law. This is because he or she gives value for the land in good faith, and without notice of the previous deed. The deed records for Travis County and Williamson County are available online.

Unless the deed is recorded electronically, it must also contain an original signature of the grantor, and not a copy. The deed does not require the grantee’s signature.

Delivery and Acceptance of the Deed by the Grantee

A deed is effective between the grantor and the grantee immediately upon delivery by the grantor and acceptance by the grantee. “Delivery” of a deed only requires that a grantor release its control over the deed to the grantee while simultaneously intending that the grantee receive the deed. This does not require that the grantor actually physically hand the deed over to the grantee . For example, grantor can also give the deed to a third person. The grantor can then instruct them to deliver the deed to the grantee once certain events or actions occur. This is placing the deed in “escrow.” If the grantee complies with the conditions of the escrow agreement, he or she or it is then entitled to the deed.

Furthermore, a court will also generally make the assumption (called a “presumption” in the law), that a valid delivery occurred if the grantee has possession of a properly executed deed, with certain exceptions. You do not have to record the deed to make the transfer valid between the parties. However, as described above, the grantee will want to record the deed as soon as possible after receiving delivery. This will then protect their interest in the land from bona fide purchasers.

Even though the grantor may make a valid delivery, in order to be effective a grantee must accept the deed in its entirety . That is, the grantee must accept all provisions in the deed at once. He or she cannot pick and choose which provisions it will accept. Acceptance can be either express or implied from the grantee’s words or conduct. However, acceptance can be conditioned on certain events outside of or external to the deed itself.

Contact our offices to discuss your deed with an experienced real estate attorney.

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What are the specific requirements for 'a deed'?

Insight shared by:.

Gateley Legal

Sophie Brookes

Many agreements can be made informally, either in writing with a just simple signature and no other legal formalities or even just orally.

But some agreements have to take a special form – known as a ‘deed’ – and that means certain specific requirements have to be followed.

When is a deed required?

Although any agreement could be made by a deed, there are relatively few agreements which actually have to be done by deed. Probably the most common ones in practice are mortgages or charges over land, transfers of land, leases, appointments of trustees and powers of attorney.

Deeds can also be used in transactions where there is no consideration being given by one party – such as a guarantee where there is generally no consideration given to the guarantor in return for it guaranteeing the obligations of a third party. Using a deed can ‘cure’ that lack of consideration which might otherwise make the transaction (the guarantee) unenforceable.

Requirements for a deed

The key legal requirements for a document to be a formal deed are:

• The document must be in writing.
• The document must make clear that it is intended to be a deed – known as the face value requirement. Standard wording in the document will usually achieve this. For example, the document might start with words such as ‘This deed is made on…’ and end with words such as ‘This agreement is executed as a deed’.
• for an individual, they must sign in front of a witness who then attests (or witnesses) their signature; and
• for a company, the agreement must be signed either by a single director in front of an attesting witness or by two ‘authorised signatories’ (each director or secretary is an ‘authorised signatory’ here).
• The document must be delivered. Only when a deed is ‘delivered’ will it actually take effect and bind the parties. A deed is delivered when a party indicates an intention to be bound by it. There are various statutory presumptions to help confirm when a deed is delivered but this is also typically addressed in the drafting of the document – so the agreement might state ‘This deed is delivered on the date written at the start of this deed‘.
• A recent case[1] illustrated how failing to meet these strict legal requirements can have significant consequences for the parties involved.

Losing face

The case involved a company sale by three shareholders. Two of them were unable to attend the completion meeting so their US lawyer arranged for them to sign powers of attorney in favour of the third shareholder. The documents were described as powers of attorney and the shareholders’ signatures on them were appropriately witnessed. But, crucially, the word ‘deed’ was not used anywhere in the documents.

At the completion meeting, the attending shareholder signed a guarantee on behalf of the absent shareholders, relying on the authority given to him by the powers of attorney. When the beneficiary of the guarantee subsequently made a claim under it, the absent shareholders argued that they were not liable as the powers of attorney used to execute the guarantee were not valid.

The High Court agreed with the absent shareholders, stating that the powers of attorney failed to meet the ‘face value requirement’ for a valid deed. There was no evidence that the shareholders, or their US lawyer, knew that English law required a power of attorney to be in the form of a deed. Simply describing the document as a ‘power of attorney’ was not enough to infer an intention that it should take that form. Although there were indications that the document was intended to be a formal one and to have formal legal effect, that was not enough to show that the parties intended the document to have the extra status of being a deed.

All is lost

In some circumstances, a defective power of attorney can take effect in writing but not as a deed to appoint the (purported) attorney as the simple agent of the principal. This happened in this case where the judge said the third shareholder could act as agent of the absent shareholders.

But this still wasn’t enough to save the guarantee as the judge also found that, in signing the guarantee on behalf of the absent shareholders, the agent had exceeded the authority given to him by the (purported) power of attorney.

So, due to the defects in the power of attorney, the buyer was unable to enforce the guarantee against the two absent shareholders.

Lesson learned

Anyone asked to rely on another party signing a document via a power of attorney should check that the power has been properly granted by a valid deed, which meets the requirements explained above, and that the relevant act is within the attorney’s authority. Otherwise, a document signed or executed in reliance on the power of attorney will be unenforceable.

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Who can witness a deed of assignment?

• Thread starter pennywise
• Start date 8 Feb 2019

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Hi My bank sent me a deed of assignment for the mortgage protection. It need to be witnessed but there is no specification about who is authorised to witness. Can this be the garda? Thanks  

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Any adult that isn't related to you.  

RedOnion, you are a star. Thanks for replying to all my silly questions so quickly  

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• 13 Feb 2019

pennywise said: Hi My bank sent me a deed of assignment for the mortgage protection. It need to be witnessed but there is no specification about who is authorised to witness. Can this be the garda? Thanks Click to expand...

I signed it in the bank.  

What is the Difference Between an Agreement and a Deed in the UK?

By Edward Carruthers

Updated on 23 November 2022 Reading time: 5 minutes

This article meets our strict editorial principles. Our lawyers, experienced writers and legally trained editorial team put every effort into ensuring the information published on our website is accurate. We encourage you to seek independent legal advice. Learn more .

• What is an Agreement? 
• What is a Deed? 
• What are the Differences Between an Agreement and a Deed? 

1. Written, Verbal and Unilateral Contracts

2. signed, sealed, delivered, 3. consideration, 4. limitation periods, key takeaways, frequently asked questions.

As a business owner, you will likely have a variety of commercial contracts in place for your business services. You may have come across deeds and agreements before during your commercial dealings, and it is important that you understand the differences between both. The important difference is that a deed has more stringent signing requirements than an agreement, because deeds are a more traditional document in the eyes of the law. Deeds create binding promises upon certain persons to perform obligations and that means they have more formalities that you need to meet, compared to an agreement. This article will explain the differences between deeds and agreements, including how you use and execute them.

What is an Agreement? 

An agreement is a legal document businesses can use to create a contract for the performance of services. For example, a business can create an agreement with another company for the sale of goods needed for their business operations to run. 

For you to have an agreement, you need to have: 

• an offer and acceptance of that offer to perform conditions laid out in the contract;
• an intention to be legally bound by the terms laid out in the contract; and
• consideration, which in layman’s terms means payment for the performance of services.  

Agreements are standard contracts that you can make verbally or in writing between one or more contracting parties. 

What is a Deed? 

Deeds are slightly more complicated and will usually relate to property ownership or transfer. A deed is a binding promise that involves a commitment to perform a duty. For example, a deed for the transfer of land will rely on one party’s duty to transfer ownership of a plot of land to another.  Deeds can also confer an interest, assignment or right over property or a specific function.  Typically, deeds can transfer ownership of an asset from one owner to another and are commonly seen in property law arrangements. But, you can also use them for transactions involving: 

• transfers of leases and real estate;
• transferring assets or intellectual property;
• mortgages transfers;
• powers of attorney;
• non-disclosure arrangements;
• transfers of shares; or
• appointing trustees.

Types of Deeds

You may come across the following types of deeds when transacting for new businesses: 

• trust deeds; 
• escrow deeds; 
• special warranty deeds; 
• sale deeds; 
• deed poll; and 
• deed of assignment. 

What are the Differences Between an Agreement and a Deed? 

Deeds are a slightly more traditional type of legal document implemented throughout the UK for centuries, typically to convey assignments of land. They are usually more formal than a standard agreement.  Here are four key differences between a deed and an agreement:

The first important difference between a deed and an agreement is how you make them. For an agreement to be enforceable, you must have an offer, acceptance, consideration, clarity of contract and an intention to create legal relations. That means you do not necessarily need to have a written document to create a legally binding contract. 

Verbal contracts are perfectly enforceable contracts in the eyes of the law, and so are unilateral contracts. These are contracts that are not explicitly written out. Instead, you can create them by having an offer and also having it accepted by the performance of an obligation.

Conversely, for you to have a legally binding and valid deed, it must be set out in writing and clearly stated as a deed and not an agreement. It must contain language stating that the document is a deed but does not need to have the word ‘deed’ written on its front cover. 

The best way to tell if a document is a deed or not is to look at the signature blocks included in the contract. Lawyers typically include language that will state, ‘this document is signed as a deed’ or ‘this document is signed as an agreement’. 

You can only make deeds in writing. However, you must also have all relevant parties sign the deed for it to become enforceable. Certain companies may require that any person signing on behalf of that company affixes a company seal to that document. Historically, people use company seals to demonstrate that a person has the authority to sign a contract on behalf of their company. This is especially important when it comes to signing deeds because of the large transfers of property that a deed can mandate. 

Therefore, when signing a deed, you must have someone else physically present to watch you sign the document. That person must then sign as a witness to your signature, and needs to also give their name and address. By doing so, they can be contactable if needed to authenticate your signature in the future. You must also deliver deliver deeds for them to become legally enforceable. Therefore, when compared to contracts, deeds have an extra requirement to become effective: you must deliver the deed to the other party. 

Conversely, agreements do not have a ‘delivery’ requirement. Furthermore, unlike a deed, agreements do not always need signatures to become legally enforceable. For instance, if you or another party perform your duties under an arrangement, that can create a legally binding contract. It is also important to note that your signature on an agreement does not need to be witnessed. 

Consideration is a legal term for payment. For you to have a legally binding contract, you need to have payment passing from one party to the next in return for the performance of a service. 

On the other hand, deeds do not require parties to transfer payment between themselves. Additionally, on a deed, a signature will typically show your wish to be legally bound by the terms of the contract. 

A limitation period is the period of time in which you can attempt to claim damages for a breach of contract. 

Under an agreement, you can only bring a claim against your business partner within six years of making that contract. Meanwhile, deeds have a much longer limitation period. With a deed, you have 12 years to take action against a breach of the obligations in the agreement. 

Deeds and agreements are very important in standard business transactions but are very different documents, with deeds being much more traditional than an agreement. If you need more advice on drafting, negotiating or signing deeds or agreements, our experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions on the differences between a deed and an agreement. Call us today on 0808 196 8584 or visit our membership page .

A deed is a much more formal and intricate type of contract than an agreement and has more stringent legal requirements. 

The formalities of a deed can provide more legal certainty to parties when they are transferring large property and other valuable assets. Deeds also give parties a longer period to seek recourse against other contracting parties and also do not require consideration to create a legally binding contract. 

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What is a Deed of Assignment in New Zealand?

By Emma Lindblom

Updated on January 28, 2021 Reading time: 5 minutes

This article meets our strict editorial principles. Our lawyers, experienced writers and legally trained editorial team put every effort into ensuring the information published on our website is accurate. We encourage you to seek independent legal advice. Learn more .

What is Assignment?

What is in a deed of assignment, when you would use a deed of assignment, key takeaways.

As contracts age, you may come to a point where you want to transfer your rights and benefits under a contract to another person. There are a couple of ways you can do this, one of which being through an assignment. Sometimes, your original contract will have an assignment clause detailing how you should go through the assignment process. However, not every contract has such a clause, so you can use a deed of assignment to transfer the original contract to another person. A deed of assignment is an important document you can use in a variety of situations. This article will help you understand:

• how assignment works;
• what is beneficial to put in your deed of assignment; and
• some possible situations where you would use this legal document.

Assignments are a common way of transferring contracts in the commercial world. In an assignment, you, the assignor, assign the benefits and rights of the contract you hold to an assignee, a third party to your original contract. The assignee will then continue to perform the contract, and receive the benefits from doing so.

However, an assignment does not transfer your original obligations to the person you formed the contract with. You still have to perform your side of the contract.

For example, if you assign your lease to a new tenant, you still have to pay any rent you have owing. In most cases, assigning a contract does not need the consent of all parties. However, some contracts have an express clause prohibiting assignment, so it is important to check the terms of your contract.

You will want to make sure you properly draft your deed of assignment to make sure you do not leave any avenues open for legal consequences later on. Your deed will vary depending on your situation, but generally, you will want to include:

• who the assignor is;
• who the assignee is;
• the signatures of both parties;
• witness signatures, if the situation requires;
• contact details of both parties;
• the nature of the contract or legal device you are assigning;
• what benefits and rights you are assigning; 
• any payments that need to be made; and 
• how those benefits manifest – whether that be through financial means, or service performed.

If you are unsure about what your deed needs to cover, it is a good idea to obtain legal advice.

Transferral of Creditor Rights

You can use a deed of assignment to transfer the right to be paid a debt. This means that you would transfer the benefit of that debt payment to someone else, while the original party you contracted with still performs their end of paying back the debt.

Transferring Ownership of a Trade Mark

You may be in the situation where you are transferring the copyright of a trademark to someone else’s name.

For example, if you are a graphic designer, you would design the logo, and assign the copyright of the trademark or logo you created to someone else. This would require a signed deed of assignment as the legal document proving the transfer of ownership.

Selling a Business

In the process of selling your business , you may use a deed of assignment to transfer any pre-existing commercial contracts you have with customers to whoever is buying your business . This means that the new owner can still maintain those customer relationships without having to enter into an entirely new contract.

Assignment of Lease

Deeds of assignment are often used in real estate transactions. If you are a tenant, you may wish to assign your lease to new tenants and move off of the property. You would use a deed of assignment to transfer your rights under the lease to the new tenant.

However, there are some additional requirements that you need to consider in this process. Usually, you need the permission of your landlord, and you need to make sure that the new tenant is respectable, responsible and able to fulfil any financial obligations that may arise under the lease in the future.

Making an EQC Claim

If you are buying or selling a house, and there is an already existing claim by the Earthquake Commission (EQC) investigating potential natural disaster damage on the house, transferring that claim is a part of the purchase process. You can transfer (or have transferred to you) the rights to the benefit of that claim using a deed of assignment. The deed will need to include all information about the claim, such as reference numbers and insurance information 

Assignment is the process where you, the assignor, transfer the rights and benefits under a contract to a new person, the assignee. You need to formalise this process in writing in some way, and you can use a deed of assignment to fulfil this requirement. There are a variety of situations you can use a deed of assignment in, so it is important to tailor your deed to the specifics of your case. If you want more information or help with drafting your deed of assignment, contact LegalVision’s business lawyers on 0800 005 570 or fill out the form on this page.

An assignment is when you (the Assignor) transfer your rights from a contract to someone else (the Assignee). But, you still have to fulfil any outstanding obligations you have under the contract.

A deed of assignment is the contract outlining the assignment process. This is a written record of the transfer of rights that happens in an assignment and is signed by both the Assignor and the Assignee.

In a deed of assignment, you need to outline what exactly is being assigned to the third party. Both parties need to sign the document, and also the signatures of witnesses to the document.

You can use a deed of assignment in a variety of situations. Often, you would use it as a proof of transfer of ownership of legal property. This can apply to intellectual property, such as trademarks, or real estate property, such as the lease on commercial premises of your business.

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