DEED

WORK JOYFULLY AND PEACEFULLY ,

KNOWING THAT RIGHT THOUGHTS
AND RIGHT EFFORTS WILL INEVITABLY
BRING ABOUT GOOD SUCCESS
 Lesson Outcomes
At the end of the lesson, students would be able
to:
• 1. State the features of a deed
• 2. Identify when a deed is required in a
transaction affecting land, and when it is not
mandatory
• 3. Identify the various parts and contents of a
deed of conveyance
• 4. Draft a deed to professional standards
 SCOPE OF WORK

1. DEFINITION
2. FEATURES OF A DEED
3. WHEN A DEED IS REQUIRED
4. WHEN A DEED IS NOT REQUIRED
5. FORMS AND CONTENTS OF A DEED OF
ASSIGNMENT
 WHAT IS A DEED

A deed is a document which

passes interest in property or
which binds a person to
perform or even abstain from
doing some actions.
• In the Blacks Law Dictionary:
It is a written instrument signed,
sealed and delivered by one
person to another to convey
lands, tenements or
hereditaments.
A DEED EVIDENCES AN AWARD OF
TITLE TO LAND TO A NAMED
BENEFICIARY
Deed is a product of Colonialism
& Received English Law.
A deed is so strong that the
Court even in its equitable
discretion gives full course to
the covenants in it.
• Deed is in always in writing
• Paper, parchment
• Foolscap and A4 sized paper in
vogue
• But not stone, wood, clay, slate
 Requirement of Deed
• See Statutes of Fraud, Sec 5 (1)
Law Reform Contract Act
• Transaction becomes null and
void and unenforceable
 EXAMPLES OF DEED
• Deed of Lease;
• Deed of Gift of Land;
• Deed of Transfer;
• Deed of Release;
• Deed of Legal Mortgage;
• Deed of Assignment etc.
 TYPES OF DEED.

* There are two types of deed

1. DEED INDENTURE
2. DEED POLL
and these two may also come with
DEED SUPPLEMENTAL
• 1. Deed indenture: two or more
parties usually on parchment that
is indented in a particular manner
like the teeth of a saw; each with
part that could be fitted to prove
genuineness. No longer in vogue.
• 2. Deed Poll: made by one person and
address to the whole world. Cut in a
straight line. E.g. Power of Attorney,
Deed of Gift of Land,
• Deed Supplemental:
 It is not really another type of deed.
 It is a deed that modifies an existence deed
either a Deed Poll or Deed Indenture
 A Deed Supplemental MUST recite the deed
and the paragraphs it seeks to amend.
 WHEN IS A DEED REQUIRED
The use of deed is as demanded by statutes and
not optional: These are
1. Conveyance of Interest in Land. Se 77 PCL
2. A Lease exceeding three years. Note however
a lease of three years subject to another
three years does not require a lease.
3. Transfer of interest without consideration
e.g. Deed of Gift: Re Vallace
4. Where power is donated to execute
a deed.
Ordinarily not all POA must be by
Deed, but attorney to execute a
deed must be appointed by deed as
well. ABINA V FARHAT
5. Voluntary Surrender. E.g. when a tenant
decides to leave a demised premises
before the expiration of the term
granted, it is better to execute a deed of
surrender; accepting a new lease
incompatible with existing ones
6. To give effect to a vesting declaration.
E.g. Transferring title to new trustees
appointed
 WHEN IS A DEED NOT REQUIRED
See generally Section 77 (2) PCL
1. Assents: instrument used by PR to vest title in
property to the beneficiary.
2. Vesting Order: This is Order of Court
transferring legal estate to a beneficiary e.g.
under Sale by Court/Sale of Property under
Equitable Mortgage
3. A short term lease known as tenancy. Usually
three years exactly or below. See Hall v Hall
4. Receipt: issued and endorsed as evidence of
satisfaction of Mortgage obligations.
5. Conveyance taking effect by operation of law e.g.
letter of administration, succession & Trusteeship,
appointment of Trustees in Bankruptcy
6. Certain disclaimer. A disclaimer is somebody who
refuses to take bounty under a will in his/her favour
or renounces to do something. Conduct, oral or
written is enough to disclaim
7. Transactions saved under the Rule in WALSH V
LONSDALE . An instrument void for non-
compliance may nevertheless be accepted in
Equity as an agreement and the Court may order
the proper execution. Note this operates with the
Doctrine of Part Performance. Opara v
Schlumberger Ltd (2006) 16NWLR (Pt. 1002) 342
Supreme Court.
8. Surrender by Operation of Law. E.g. forfeiture by
breach of terms etc.
 FURTHER PRINCIPLES TO NOTE
 NOTE WHERE A DEED IS REQUIRED TO BE
RECTIFIED, IT HAS TO BE BY ANOTHER DEED
 A DEED MAY BE BINDING THOUGH THE
PARTIES HAVE NOT EXCHANGED PROVIDED
THERE IS INTENTION TO BE BOUND.
 ESSENTIAL FEATURES OF A DEED

• 1. SIGNATURE
• 2. SEALING
• 3. DELIVERY
• 4. ATTESTATION
• 5. ERASURES AND ALTERATION
• 6. ENGROSSMENT
• 7. CONSENT
 1. SIGNATURE
 A Deed must be signed by ALL the parties
making it. Sec 83 EA; Faro Co v Osuji
Signature may be a mark, symbol, device of
representing oneself,
Signature maybe writing by hand, an
engravement, cut and paste, thumb print
impression. See generally Sections 97 (1)PCL
 In case of Illiterate, insert Illiterate Jurat. Ses
Sec 3 Illiterate Protection Act
 2. SEALING
 It is an Ancient requirement usually with rings
 Later a red wafer is fixed and deemed sufficient
 Later even if as a mark L.S. Lixul Sigili in place
of the red wafer.
 Today, sealing is becoming less essential and no
longer mandatory.
 See Sections 95 &159, EA; sec 86 (1) RTL; First
Natural Securities v James; Ball v Burden
• Although sealing may not be mandatory
because of the Presumption of Due Execution,
it is nevertheless exigent/important.
• Note Exigent Steps & Mandatory Steps in Law
• However, it should be noted THAT this laxity
does not apply in case of Corporate Bodies
• See Section 74 & 75 CAMA; Se 159 EA must be
read together with Sec 163 EA
 3. DELIVERY
• In Deed, Delivery is Crucial
• A Deed does not necessarily take effect from
the date inserted on it but from the Date of
Delivery
• Delivery does not mean physical handing over
to the other
• Delivery is more of Intention
• I deliver this as my solemn act and deed is not
necessary again
 Delivery may be
1. Absolute:
 It is Complete upon the actual transfer of the
instrument from the possession of the
grantor to the Grantee.
 It could be by word of mouth or any act
showing intention to become bound.
 2. Conditional
 otherwise known as Delivery in Escrow
 it passes interest subject to the happening of
a specified event or fulfillment of a condition.
 e.g. payment of balance, pending the consent
of the Governor, etc
 Can party withdraw before the agreed
date?
• Where there is delivery in escrow,
the parties cannot withdraw until the
period set has passed and the
condition have not been met.
• The right of walking out/ rescission is
available only to the innocent party
 When is the Deed deemed to have taken
effect?

Can it be on the date of the execution or the

actual date of performance of the condition
precedent?
Understand the Doctrine of Relating Back
This implies that upon the fulfillment of that
condition, the delivery relates back to the date
of execution.
 4. ATTESTATION
This is an act of witnessing the execution of an
instrument. Sec 150 EA, Sec8 LIRA;
 A document cannot be witnessed by the maker.
The witness has to be a third party.
Generally, there is no legal requirement for
attesting a deed.
However, it is important to prove due execution
& to prevent fraud.
Attestation is however mandatory in respect of
the following persons
I. For illiterate persons
II. blind persons
III. Corporate Bodies (Director & Secretary or 2
Directors)
IV. Registered Trustees
V. Corporation and Statutory Bodies.
 Attestation must be done before a
A. Magistrate
B. Justice of Peace
C. Notary Public in case of Power of Attorney
for international transaction. See Ayiwoh v
Akorede
A Will requires attestation. See Sec 9, Wills Act
5. ALTERATION AND ERASURES OF A DEED

• In construction and interpretation of a deed,

all alterations and erasures are deemed and
presumed to have been made before
execution.
• In legal drafting best practice and for
authenticity, it is prudent to ensure all
alterations are initialed by the parties to the
deed at the time of execution.
• Usually in the line of alterations
 6. ENGROSSMENT
• This is the making of clear copies for all parties
in the transaction
• Each is counterparts of the original
• Sec 94 (2) Evidence Act
 7. CONSENT
 Sec 21, 22 of the Land Use Act, the consent of
the Governor of the state where the land
situates must be obtained.
• Words to the effect the consent of the
Governor has been obtained is usually made at
the end of the deed.
• No consent no valid alienation
• Consent of the Chairman, Governor or FCT, the
Honourable Minister
• And whose is the duty to apply for Governor’s
consent to alienate interest in land;
• It is the holder of a statutory right of
occupancy that has the duty to apply for the
Governor’s (or Minister’s) consent in respect
of the land he wishes to transfer, assign,
mortgage, etc.
• Transfer
• Assignment
• mortgage, etc.
 8. Franking

• Franking is the act of writing the name

address and contact details of a legal
practitioner who prepares any legal
document. The law provides that the name
and address of a legal practitioner that
prepared the deed must be endorsed on the
document.
• Section 22(1)(d) Legal Practitioners Act and Land
Instruments Registration Law 1959 (W.N.) SS.2 and
4 provides that no person other than a Legal
Practitioner shall either directly or indirectly for or
in expectation of any fee, gain or reward, draw or
prepare any instrument.
• Instrument in this content has been defined to
mean any document conferring, transferring,
limiting, charging or extinguishing any right, title or
interest in land but does not include a Will.
• To avoid the effect of the Illiterate
Protection Act or Law; and
• The Commissioner for Stamp Duties may
not accept a document if it is not endorsed
– see Edokpolo & Co. vs. Ohenhen
• S 8 (1) LPA and Rule 45 (2)(b) & (c) 2007 RPC.
See also Newton v. Chaplin
• Sect. 22(d) LPA Cap L 11, LFN, 2004,
 ANATOMY OF DEED

• A deed has four parts

I. Introductory part
II. Main body/Operative Part
III. Miscellaneous
IV. Concluding part
 INTRODUCTIVE PARTS
I. COMMENCMENT
II. DATE
III. PARTY
IV. RECITAL
 OPERATIVE PART
• TESTATUM
• CONSIDERATION CLAUSE
• RECEIPT CLAUSE
• CAPACITY CLAUSE
• WORDS OF GRANT
• PARCEL CLAUSE
• HABENDUM
 3. MISCELLANEOUS PART
• USUALLY CLAUSES PROVIDING FOR
i. INDEMNITY
ii. UNDERTAKING TO KEEP TITLE IN SAFE
CUSTODY
iii. ACKNOWLEDGEMENT
iv. SURRENDER COVENANT
v. EXEMPTION AND RESERVATION
 CONCLUDING PARTS
A. TESTIMONIUM
B. SCHEDULE
C. EXECUTION CLAUSE
D. ATTESTATION
E. CONSENT
F. FRANKING
 INFORMATION REQUIRED TO DRAFT A
DEED
a. NAMES OF PARTIES
b. ADDRESSES, OCCUPATION AND DESCRIPTION
c. DETAILS OF WITNESSES
d. CAPACITY OF GRANTOR
e. NATURE OF TRANSACTION
f. QUATUM OF INTEREST
g. CONSIDERATION IF ANY
h. DESCRITION AND DETAILS OF PROPERTY
i. TERMS AND CONVENANTS
 COMMENCEMENT AND DATE
• THIS DEED OF ASSIGNMENT is made
the.......of.......................20...
(with a recital)
• THIS DEED OF ASSIGNMENT made
the ..........of .........................20...
(without a recital)
 DATE AND DEED
- S. 23 (3) & (4) SDA
- In practice deeds are left undated until the
purchaser has gotten Governor’s consent and
is ready to go on to stamping & registration.
- See Anuku V. Standard Bank (1972) UILR 106
- Effects of
Undated deed
False or impossible date in a deed.
DEED TAKES EFFECT FROM DATE OF DELIVERY
AND NOT DATE OF EXECUTION
AWOJUGBAGBE LIGHT INDUSTRIES V CHINUKWE
 a lease must be dated to show commencement
date. See Aminu v Nzeribe (1985) 4NWLR Pt.
118 at 755
Not inserting a date does not make the
transaction fraudulent. See Anuku v Standard
Bank (1972) 2 UILR 106
 PARTIES
BETWEEN Chief ABC of ….(the “Vendor”) of the one
part;
AND :
Engr. XYZ of …. (the “Purchaser”) of the other part.
• Where a coy.
AYZ Nig. Ltd a coy registered under the laws of the FRN
with registration no. 34433 whose registered address
is at No. 32 Kajotoni Road, Lokoja, Kogi State (the
Vendor or Purchaser as the case may be) of the one
part or the other part.
 Importance of Parties Clause
Parties must be properly described (only
persons deriving title from them can sue) .
Need not include “including his privy,
successor in title etc (the History to it)
BECOS: S. 102 of the PCL 1959 & S. 58 (2) CA
1881 deems covenants to be made with the
covenantee and his successors in title and
those deriving interest under him or her.
LEARN YOUR DESCRIPTIVE WORDS
• VENDOR/PURCHASER
• ASSIGNOR/ASSIGNEE
• LESSOR/LESSEE
• MORTGAGOR/MORTGAGEE
• DONOR/DONEE
• LANDLORD/TENANT
• CHARGOR/CHARGEE
 RECITAL
Precise and clear statements of the material
facts constituting the background to the
present transaction & stated in a chronological
order.
1. Narrative or historical and
2. the Introductory
• Usually commenced by the word “WHEREAS”
or “BACKGROUND”
• Functions:
1. S. 162 E.A. statements in a recital of a
document 20 yrs old at the date of contract
are presumed to be true
2. may be used to clear ambiguity in the
operative part of a deed
• Note however, that a recital cannot be used
to modify clear provisions of a deed
• 3. estoppels parties from alleging a contrary
state of affairs and is binding on the parties.
 TESTATUM
• THIS DEED WITNESS AS FOLLOWS” OR
• “NOW THIS DEED WITNESSES AS FOLLOWS”
 CONSIDERATION
• “In consideration of the sum of Two Million
Naira (N2,000,000.00) only, paid by the
Purchaser to the Vendor …”
IMPORTANCE OF CONSIDERATION CLAUSE

1.Shows that the transaction is not

a gift
2.Used as basis for the
assessment of stamp duty (ad
volarem)
 RECEIPT CLAUSE
• “The receipt of which the vendor
acknowledges”
FUNCTION:
1. It is evidence of payment
2. Makes it unnecessary to issue a separate
receipt
3. Authority to buyer to pay money to Vendor’s
solicitor
 CAPACITY OF THE VENDOR
• Capacity in which the Vendor conveys e.g.
a) Beneficial Owner
b) Trustee
c) Personal Representative
d) Mortgagee
e) Donee of power of attorney
“The Vendor as beneficial owner….”
• Implication:
Six covenants implied:
1. a right to convey
• 2. no encumbrance
• 3. quiet enjoyment or possession
• 4. further assurances
if a lease,
5. that it is valid and subsisting
6.that the rents have been paid and covenants
performed
Note: The above can be expressly excluded by
the parties inserting an appropriate clause
 WORDS OF GRANT
• “Assigns”, “Convey” or “Transfers”
 PARCEL CLAUSE
• “ALL THAT parcel of land situated at No. 2,
Agbani Road, Enugu, Enugu State, which is
more particularly described in Survey Plan No.
… drawn by …. a Licensed Surveyor and
attached to this Deed.”
• property must be sufficiently described: see S.
9 of the LIR Law ( Lagos)
 HABENDUM
• Describes the estate given by the Vendor , the
extent of ownership granted e.g.:
“TO HOLD unto the Purchaser for all the
unexpired residue of the term of years in the
C.of O. …”
 EXCEPTIONS AND RESERVATIONS
• An undertaking by the purchaser to pay the
rent and observe all covenants and conditions
running with the land or property.
• Purchaser undertakes to indemnify the vendor
in the event of a breach of the above
covenants and conditions
• A vendor may also undertake to indemnify the
purchaser for any defect that may arise in
respect of his title
 SAFE CUSTODY AND ACKNOWLEDGEMENT
FOR PRODUCTION

• WHEN IS SAFE CUSTODY AND

ACKNOWLEDGEMENT FOR PRODUCTION
 TESTIMONIUM
• “IN WITNESS OF WHICH the parties have
executed this deed in the manner below the
day and year first above written
 SCHEDULES
Used to record detailed information e.g.
 Survey plan
 Tables or
 Inventory of items transferred under the deed
Drawing
Measurement
 Diagram
• Schedule helps to
a) Achieve neat and organise drafting
b) Avoid distraction in the main part of the deed
c) Ensure nothing is left out of the deed that is
relevant
EXECUTION AND ATTESTATION CLAUSE

the application of signature, mark, thumb print

etc, of the parties
“
 1. NATURAL HUMAN BEING
SIGNED, SEALED and DELIVERED
by the ‘Vendor’ _____________”
Chief ABC

SIGNED, SEALED and DELIVERED

by the ‘Purchaser’ _________”
Chief XYZ
 2. ARTIFICIAL ENTITY
• THE COMMON SEAL OF ABZ (NIG.) LIMITED is
affixed to this deed following a resolution of
the coy and the deed was duly delivered in the
presence of:
----------------- -------------------
DIRECTOR SECTRETARY
 3. ILLITERATE PERSON JURAT
• SIGNED, SEALED and DELIVERED by (the illiterate
person) the content of this deed having been first
read and interpreted to him in ----- language by me
(name of Interpreter) and he appeared perfectly to
understand same before affixing his thumb print
-------------
THE BLIND
BEFORE ME
---------------
MAGISTRATE/NP/JP
 4. BLIND PERSON JURAT
• SIGNED, SEALED and DELIVERED by -------- a
blind person, the content of this deed having been
first read to his hearing and interpreted to him in
------ language by me (--------name of Interpreter) and
he appeared perfectly to understand same before
affixing his thumb print -------------
THE BLIND
BEFORE ME
---------------
NP/MAGISTRATE/JP
 5. EXECUTION BY DONEE OF POWER OF
ATTORNEY
• Signed, Sealed and Delivered by the Assignor
through his Lawful Attorney Mr. ---------- by
virtue of a Power of Attorney dated ---- and
registered in No ------ at Page ---- in Volume
---- at the --- State Land Registry, --- , -------
State
---------------
signature
 FAMILY LAND
• CONSENT OF
a) Head of the Family
b) Principal members of the Family

IN A REPRESENTATIVE CAPACITY
• IN THE PRESENCE OF:”

• NAME:…………………………………..
• ADDRESS:……………………………..
• …………………………………………….
• OCCUPATION:……………………….
• SIGNATURE:…………………………..

• IN THE PRESENCE OF:”

• NAME:…………………………………..
• ADDRESS:……………………………..
• …………………………………………….
• OCCUPATION:……………………….
• SIGNATURE:…………………………..
 CONSENT CLAUSE
• “I CONSENT TO THE ABOVE TRANSACTION

THIS …… DAY OF ……………….… 20 ….”

________________________________
EXECUTIVE GOVERNOR, ENUGU STATE
 FRANKLING
Provides for the name and address of the
Solicitor who prepared the instrument.
RPC 10, use of seal and stamp.
Do not frank a document you did not
prepare.
Do not allow people to use your seal and
stamp.
 ADVANTAGES OF FRANKLING

• 1. To avoid the effect of the Illiterate

Protection Actor Law; and
• 2. The Commissioner for Stamp Duties
may not accept a document if it is not
endorsed – see Edokpolo & Co. vs.
Ohenhen
E.G. “Prepared by:
• E. O. OLOWONONI Esq.
Baba Olowo Chambers,
9, Owoniboys Street,
Kabba, Enugu State.”
 CASE STUDY
• Alh. Usman Amaechi Adebayo inherited a twin duplex at no.
10 Blantyre St. Ikoyi, Lagos with Title No. LO/2301 and survey
plan no. LA/123W/567 prepared by A.A. Ajisegiri, from his late
mother. The executors of the mother’s will executed an assent
in his favour on 30th June, 2004.
• Alh. has entered into an agreement with Chief Mrs. O. Eskor of
no. 11 Park Lane, Ikoyi, Lagos to sell the house at no. 10
Blanktyre St. to her for the sum of 8 million naira. ALH. now
lives at no. 4 Democracy Layout, Asokoro. Chief Mrs. Eskor
wants the property to be in the name of her coy. Deos Nig. Ltd
of the same address. Alh. Has agreed to indemnify the buyer
against any adverse claim that may arise in respect of his title.