Execution of deeds
Part 4 A company's capacity and related matters
(1)A document is validly executed by a company as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989 (c. 34) and for the purposes of the law of Northern Ireland if, and only if—
(a)it is duly executed by the company, and
(b)it is delivered as a deed.
(2)For the purposes of subsection (1)(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.
“company” means a company formed and registered under this Act, that is—
a company so formed and registered after the commencement of this Part, or
a company that immediately before the commencement of this Part—
was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or
was an existing company for the purposes of that Act or that Order,
(which is to be treated on commencement as if formed and registered under this Act).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full ActThe court applied the statutory presumption that a document is delivered upon execution unless a contrary intention is proved. The defendant failed to establish any contrary intention, and the agreements were enforceable contracts in any event (see paras [24]-[25]).
The court applied the statutory presumption that SASSF delivered the deed upon execution, absent evidence to the contrary. This supported the conclusion that the sublease took effect as a deed (see para [51]).
Section 46 was interpreted as requiring both due execution under section 44 and delivery as a deed. The court held that signature alone did not satisfy the consent order’s requirement to execute the transfer. (see paras [24]-[32]) Section 46(1) was read as distinguishing due execution by the company from valid execution of a deed, which additionally requires delivery. (see paras [24]-[25]) Section 46(1)(a) was treated as referring to the company’s due execution in accordance with section 44. (see paras [24]-[25]) Section 46(1)(b) was applied to hold that the signed transfer had not been delivered as a deed and therefore had not been executed for the purposes of the consent order. (see paras [31]-[32]) The statutory presumption of delivery upon execution under section 46(2) was recognised, but the court found that a contrary intention was shown because completion and delivery had been deliberately postponed. (see paras [24]-[25], [31])
What each judgment says about section 46 is in the case-law panel in the full Act.
136.This section restates section 36AA, inserted into the 1985 Act by the Regulatory Reform (Execution of Deeds and Documents) Order 2005 (SI 2005/1906). The only change is to extend the application for the purposes of the law of Northern Ireland.