Signed, sealed, delivered… I’m yours! (special rules for universities)

With apologies to Stevie Wonder, this posting is about the mundane subject of executing deeds.  For non-lawyers among you, signing a contract or other document as a deed is a more formal way of executing it.  Patent assignments are often executed as deeds, for example.

The two key advantages (or disadvantages, depending on your perspective) of executing a contract as a deed are:

  • no need for consideration (an essential requirement for ordinary contracts under English law)
  • the limitation period (time limit for suing for breach of contract under English law) is 12 years rather than 6 years for ordinary contracts

The phrase, “signed, sealed and delivered” summarises the traditional 3 steps for an individual (but not a company) to execute a deed.  The requirement to apply your personal seal to a deed (perhaps by pressing your signet ring into hot wax, although less romantic methods were often adopted) was abolished in 1989.  At the same time, the requirement for companies to apply their seal to deeds was abolished.  (More recently, the Companies Act 2006 has introduced additional methods for executing deeds, but that is another story.)

Stevie Wonder’s song of the same name was released in 1970, before the UK legislation was changed.  If he had wanted to update his song title to reflect the 1989 changes in law, he might have said “Signed, not necessarily sealed, and delivered, I’m yours”.  Or if he had been incorporated under the Companies Act 1985 he might have sung, “signed by two of my directors or a director and the company secretary, not necessarily sealed, and delivered, I’m corporately yours”.

Sometimes overlooked, though (and here we finally get to the point of this posting) is that the 1989 legislation did not change the rules for universities and certain other types of corporate body, eg government departments.  They still needed to apply their seal.  This is sometimes overlooked, rendering the deed invalid.  An article on this subject appears on our firm’s website.

Dedicated students may also wish to read our magnum opus on the subject of Execution of Documents, published by the Law Society of England and Wales, and available from very few good bookshops.

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