The following Commercial practice note provides comprehensive and up to date legal information covering:
Under English law legally binding agreements can be made orally, in writing or by deed.
This Practice Notice considers the circumstances in which a deed is necessary or desirable and the formalities that must be complied with.
What is a deed?
When a deed is required
Formalities (1): in writing
Formalities (2): face value
Formalities (3): execution
Formalities (4): delivery
Failure to comply with formalities and other defects
A deed is a written instrument which is executed with the necessary formality and by which an interest, right or property passes or is confirmed, or an obligation binding on some person is created or confirmed.
A deed is technically a type of ‘specialty’: a term historically applied to contracts for debts or to contracts entered into under seal.
Deeds should be contrasted with simple contracts under English law that (unlike a deed) may be made in writing without the formalities required for a deed or orally. The reason for the existence of deeds, as distinct to simple contracts, has been articulated by the Law Commission as:
evidential: providing evidence that the maker did enter into the transaction and therefore providing evidence of authenticity for the benefit of other parties and to bodies such as the courts or HM Land Registry
cautionary: requiring the maker to give due thought to the transaction
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