MSCD 12.148 and this May 2007 blog post consider the word indenture. Well, here’s another word for a particular kind of contract: deed.
Black’s Law Dictionary defines deed as “A written instrument by which land is conveyed” and “At common law, any written instrument that is signed, sealed, and delivered and that conveys some interest in property.” There are many varieties of deed—deed of trust, deed of adherence, and so on.
I have no objection to using the word deed for a particular kind of contract. But the idea of treating differently a contract under seal is, I suggest, counterproductive (see MSCD 4.33 and this January 2008 blog post). In a rational world, one would have no need for the second definition above.
But whether a contract is under seal or not continues to have significance in some U.S. states for purposes of the statute of limitations. And I welcome English readers to weigh in on the practical implications under English law of contracts under seal.
1 thought on ““Deed””
In the UK, I can think of three main reasons to execute a contract as a deed:
1. Certain contracts (e.g. for a sale of land, I think) are only enforceable when executed by deed.
2. A deed is enforceable without consideration. (This is a strict rule, not a rebuttable presumption.)
3. The statute of limitations runs to 12 years rather than 6 years.
In the UK, a deed does not need to involve land by definition.
I generally use a deed where there is doubt over the consideration, to ensure enforceability. I note your comment in the Jan 2008 post you link to stating that it isn’t the best fix. If that is because a US deed may only creating a rebuttable presumption of consideration, I agree with your concern. In the UK though, the rule is strict and turning the contract into a deed is a sure fix – and so better than restructuring the transaction.