Deeds are commonly used in property, finance, and commercial transactions because they provide certainty and strong legal enforceability. But what happens if a deed is signed by one party and sent out, while the other side never signs it?
A recent Queensland Supreme Court decision highlights how critical the act of “delivery” can be in determining whether a deed is binding.
Case Spotlight: Monaco Solicitors Pty Ltd v Prolend Solutions No 50 Pty Ltd [2025] QSC 199
The Court considered whether an amended deed of priority was enforceable where one party never signed. The applicant’s solicitor had signed, left the document undated, and emailed it across. Despite the lack of signature from the respondent, the Court held the deed was already binding — because the applicant had demonstrated a clear intention to be bound.
The takeaway: once you sign and circulate a deed, you may be locked into obligations, unless you expressly state that execution is conditional upon all parties signing.
What Is Deed “Delivery” and Why It Matters
In law, “delivery” of a deed does not mean physically handing over a paper copy. Instead, it refers to showing a clear intention to be bound by the terms of the deed. This intention can be demonstrated by:
- Signing the deed;
- Emailing or otherwise providing it to the other party as your signed counterpart; and
- Acting consistently with being bound by the deed.
Once delivery has taken place, the deed can be binding — even if the other party has not yet executed it.
Scenario 1: Property and Mortgage Deeds
In property and finance, deeds often set mortgage priorities or loan terms. In Monaco Solicitors, a signed and circulated amended deed effectively displaced an earlier deed, despite the other side not signing.
Lesson for clients: Never send out a signed deed unless you are truly ready to commit.
Scenario 2: Business Agreements
Deeds are also used for shareholder agreements, guarantees, and commercial loans. If you circulate a signed counterpart thinking negotiations are ongoing, you may still be legally bound. Courts will rarely accept “we didn’t mean it yet” unless clearly stated in writing.
Practical Safeguards
To protect yourself:
- State conditions clearly – include wording such as “subject to execution by all parties.”
- Do not release signed deeds prematurely.
- Have your solicitor review the deed and correspondence before circulation.
- Maintain clear records of signing and delivery.
Why This Matters
Whether you are purchasing property, entering into a business loan, or formalising a commercial arrangement, deeds are powerful legal instruments. A misstep in execution or delivery could lock you into obligations you did not intend to accept.
At W & G Lawyers, we guide clients through the proper drafting, signing, and delivery of deeds to ensure their rights are protected at every stage.
📞 (07) 2810 5666
📧 info@wglawyers.com.au
References & Resources
Disclaimer
This article is for general informational purposes only and does not constitute legal or financial advice. You should obtain tailored advice based on your individual circumstances before acting on the information provided.