On the delivery of deeds.

A entered into agreements with B. One of the agreements was contained in a deed. B did not perform its obligations, and A sued.

B argued that the deed was unenforceable, as in order for a deed to be valid, it must be signed, sealed, and delivered. B argued that because A had not physically delivered the signed deed back to B, the deed had not been "delivered", and was therefore invalid.

But before we go further: what is a deed, and how does it differ from a contract? Put simply, both are mechanisms by which parties enter into binding obligations. However, in order for a contract to be valid, there must be something of value that flows from one party to another, in exchange for the promise.* This is why you often see sale and purchase agreements that provide for a consideration of $1. In contrast, no consideration is required for a deed, but more formalities must be observed.

So going back to B's argument. The Court accepted that the deed needed to be "delivered" in order to be valid. However, the Court went on to hold that "delivery", in the context of a deed, simply requires an act that shows an intention to be bound, and that "delivery" can be effected even if the deed is not physically handed over to the counterparty. In this case, there was sufficient evidence that both A and B had performed acts showing such intention to be bound, and B was liable under the deed.

The key takeaway? Deeds are tricky things. Don't execute one without legal advice - you don't want a rude shock as to its enforceability.