PT-2023-001131 - [2025] EWHC 2728 (Ch)

There was no dispute as to the requirements for the valid execution of a deed by an individual. The deed is valid if, and only if (a) it is signed (b) in the presence of a witness who attests the signor’s signature, or at his direction and in his presence and the presence of two witnesses who each attest his signature and (c) it is delivered as a deed. See section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989.

The Law of Property Act does not define what is meant by delivery. In Vincent v Premo [1969] 2 QB 609, at 619D, Lord Denning MR said this:

“The law as to ‘delivery’ of a deed is of ancient date. But it is reasonably clear. A deed is very different from a contract. On a contract for the sale of land, the contract is not binding on the parties until they have exchanged their parts. But with a deed it is different. A deed is binding on the maker of it, even though the parts have not been exchanged, as long as it has been signed, sealed and delivered. ‘Delivery’ in this connection does not mean ‘handed over’ to the other side. It means delivered in the old legal sense, namely, an act done so as to evince an intention to be bound. Even though the deed remains in the possession of the maker or of his solicitor he is bound by it if he has done something evincing an intention to be bound as by saying: ‘I deliver this my act and deed’. He may however make the ‘delivery’ conditional: in which case the deed is called an ‘escrow’ which becomes binding when the condition is fulfilled.”

As explained by Lord Denning MR, delivery may be either unconditional or conditional (sometimes described as being “in escrow”). Where the delivery is conditional, it will be delivered upon the fulfilment of the condition: see Silver Queen Maritime Ltd v Persia Petroleum Services Ltd [2010] EWHC 2867 (QB), at [108] and following.

What matters is not the subjective intention of either party, but the objective assessment of what the party who executed the document did and whether a reasonable recipient would have understood the deed to have been delivered unconditionally: Umrish v Gill [2020] EWHC 1513 (Ch), at [84].