Deed

A deed, also known as an indenture, is a written legal agreement that has been signed and delivered and which is enforceable even in the absence of consideration. There are formal requirements for it to be executed.

Originally, an indenture was identified by physical indentation or serration of one edge of the document — the edges had not been cut straight (or “polled”) as they would be if it was executed by just one party, and was thus a “deed poll”.

Signed, Sealed, Delivered - I'm yours

When is a deed delivered?

Historically, delivery occurred when the document was received by the other side — a deed becomes enforceable once it has been shown to the other parties. As the law evolved, the concept of “delivery” became the point at which it could be shown that it was intended that the document would become binding. This is still the test used today.

For companies, a deed is deemed to have been delivered in accordance with the provisions of the Companies Act. However, no deemed delivery provisions apply to individuals.

The Cases

Bibby Financial Services Ltd v Magson [2011] EWHC 2495

Ammwell View

The legal community wags its prurient finger and admonishes the layman about the timely warning this case represents that one must get ones paper work right (subtext: make sure you call a lawyer). But on its face this is a poor decision. Clearly the directors' intentions in manscripting the changes and then executing the document evidences that they intended the documents to be binding. But ambulance chasing — or perhaps ambulance defending — members of the legal community see this as a good decision. Eheu.