Deed or agreement: which one are you signing?

In one line. A deed is a document signed with extra formality, which makes clear on its face that it is meant to be a deed.

Most contracts are simple agreements: both sides sign, and that is that. A deed adds requirements about how it is written, signed and witnessed. In return it carries some different consequences, the clearest of which is a longer limitation period.

People usually meet one through a heading ("This Deed is made on...") or a signing block that asks for a witness.

The Act sets three requirements for an individual. A deed must make clear on its face that it is intended to be a deed, and it is validly executed by an individual only if signed in the presence of a witness who attests the signature, and delivered as a deed (Law of Property (Miscellaneous Provisions) Act 1989, s.1(2)–(3)).

In practice that looks like:

• words such as "executed as a deed" in the document and the signing block
• a witness who watches the signature and then signs, adding their name and address
• delivery, which is the point at which the signer treats the deed as binding

Companies have their own execution rules, which are outside this post.

Because the Limitation Act treats them differently. An action on a simple contract cannot be brought after six years from when the cause of action accrued; an action on a specialty, such as a deed, has twelve years (Limitation Act 1980, ss.5 and 8).

That is often the reason a deed is chosen. A party that wants the option to claim for longer, for example under a guarantee or a warranty given on a sale, may ask for the document to be a deed.

Yes, with a witness. The Law Commission's 2019 report says an electronic signature is capable in law of executing a document, including a deed, where the signer intends to authenticate it and formalities are met. The same report says a deed must still be signed in the physical presence of a witness who attests the signature, even when it is signed electronically (Law Commission, Electronic execution of documents, 4 September 2019).

So a remote witness on a video call is not what the report describes. The witness is in the room. Is an electronic signature legally binding? covers the wider e-signature picture.

Not often, but in a few recurring places:

• IP assignments. Some clients ask for a standalone intellectual property assignment as a deed, particularly where little or nothing is paid for the assignment itself.
• Guarantees. A director guaranteeing a company's payments.
• Settlements and releases. Where one side gives up a claim.
• Variations without new payment. Changing terms where one side gets nothing new in return, which is where consideration comes up.

Everyday client work, such as a services agreement, a consulting agreement or a photo licence, is usually signed as a simple agreement.

Look at three places:

1. The heading and opening words. "This Deed" or "executed as a deed" is the signal the Act asks for.
2. The signing block. A space for a witness's signature, name and address points to a deed.
3. The delivery wording. Phrases like "delivered on the date stated above".

If none of these appear, it is almost certainly a simple agreement. If they do appear and you did not expect them, it is reasonable to ask why the other side wants a deed.

Practical points when you do sign one: arrange the witness before the signing time, not on the day; check that the witness's name and address are filled in, not just their signature; and keep the dated, delivered version with the rest of the contract file. A deed with a missing witness line is a common reason for a document to be sent back and signed again.