DRAFTING, PLEADING
AND CONVEYANCE
PROJECT REPORT ON THE TOPIC:
“COMPONENTS OF A DEED AND
DRAFTING A PARTNERSHIP DEED”
(Deed, 2021)
SUBMITTED TO: SUBMITTED BY:
DR. HARMAN SHERGILL HARWINDER KUMAR
ASSISTANT PROFESSOR 34/17
UILS, PU SECTION ‘A’
CHANDIGARH B.A. LL.B (Hons.) 4th Year
A
TABLE OF CONTENTS
S. No. Particulars Page
No.
1. Acknowledgement 1
2. Deed and Its Components
• Definition of Deed 2
• Kinds of Deed 2
• Components of Deed 3-7
3. Partnership Deed 8-11
3. Self-Assessment 12
4. Bibliography 13
B
ACKNOWLEDGEMENT
First of all, I would like to thank my sister, Ms. Amarjit, who is a Lawyer. She helped
me a lot, in completion of this project. Whenever, I had any doubts in respect of my
project topic, she was one, whom I would approach.
Secondly, I would like to express gratitude towards my friends, who were always
prompt in sending notes and sharing websites, relating to my topic.
It would be unjust to state that the project has been completed by my efforts only,
rather it the result of the assistance I received, in one or the other form, from my
friends and family.
Harwinder Kumar
B.A. LL.B(hons.) 4th Year
Section ‘A’
1
DEED AND ITS COMPONENTS
DEFINITIONS OF DEED
1. Cambridge Dictionary1
“A legal document that is an official record of an agreement or official proof
that someone owns land or a building.”
2. Merriam Webster Dictionary2
“A signed and usually sealed instrument containing some legal transfer,
bargain, or contract.”
3. Lexico Oxford Dictionary3
“A legal document that is signed and delivered, especially one regarding the
ownership of property or legal rights.
KINDS OF DEEDS
Partnership
Deed
Lease
Sale Deed
Deed
Kinds of
Deeds
Mortgage
Gift Deed
Deed
1
DEED Meaning, available at: https://dictionary.cambridge.org/dictionary/english/deed (Last Visited on June 8,
2021)
2
Definition of Deed, available at: https://www.merriam-webster.com/dictionary/deed (Last Visited on June 9,
2021)
3
Meaning of Deed in English, available at: https://www.lexico.com/definition/deed (Last Visited on June 9, 2021)
2
TITLE
SIGN AND
VERIFICATION
PARTIES
TESTIMONIUM RECITALS
CONEVANTS TESTATUM
COMPONENTS
ALL ESTATE OF DEED CONSIDERA
CLAUSE TION
HABENDUM RECEIPT
OPERATIVE
EXCP. & RES.
WORDS
GENERAL
PARCEL
WORDS
3
1. Title: Title includes Description of deed and Date. The description of deed is
stated as “THIS DEED OF SALE” or “THIS DEED OF GIFT”, the date on
which it is executed is mentioned such as "THIS DEED OF SALE made on
the First day of January Two Thousand and Twenty-One".4
DATE
TITLE
DESCRIPTION
OF DEED
2. PARTIES TO THE DEED: The description of the parties is the most
essential part of the deed. Necessary and proper parties should be mentioned
in the deed. The parties should be correctly identified by giving their full
description such as name, the parentage, age, occupation, residential address
and other particulars as are deemed proper for the correct identification.
Persons, whose interest is involved in the transaction are necessary parties. A
party to a transfer need not be a living person or individual but may be a
company or Association or corporation, Minors, Trustees, Firm etc5.
3. RECITALS: Recitals in a deed are generally divided into, narrative recitals
which sets forth the facts on which the instrument is based and introductory
recitals which explain the motive for the operative part.
4
R.N. Chaturvedi, Pleadings, Drafting and Conveyance, Central Law Publications, Allahabad, Fourth edition, 2013
5
ibid
4
RECITALS
NARRATIVE INTRODUCTORY
RECITALS RECITALS
Where the recitals are clear and the operative part is ambiguous, the recital
governs the construction.
Under the heading ‘Recitals' the facts of the transaction are narrated in a
chronological order. In the case of narrative recitals, the various instruments
and acts which ultimately result in vesting the property in the transferee should
be recited in strict chronological order: Facts and events contained in the
introductory recitals also should be inserted in the order in which they have
taken place. Recitals begin with the word "whereas", but, when there are
several recitals, either prefix the word "whereas" before every one of them,
by beginning the next and subsequent ones with the words "And whereas", or
divide the recitals into numbered paragraphs with the word "whereas at the
top6.
4. TESTATUM: A witnessing clause is termed as "testatum". Operative portion
of a deed starts with testatum which is a witnessing clause and begins with the
words "NOW THIS DEED WITNESSES OR WITNESSETH".7
6
R.N. Chaturvedi, Pleadings, Drafting and Conveyance, Central Law Publications, Allahabad, Fourth edition, 2013
7
ibid
5
5. CONSIDERATION: Consideration is an act or forbearance, or the promise
thereof which is offered by one party to an agreement, and accepted by the
other, as an inducement to the other's act or promise (Pollock).8
For example- In execution of the Sale Deed in favor of B by A, he promises
to pay Rs. 20,00,000.
6. RECEIPT: An acknowledgment in writing of consideration, which may be
incorporated in the deed itself.
An acknowledgment of receipt of consideration may be as under:
“Now this deed witnesses that in pursuance of the aforesaid lease deed and in
consideration of Rs 20,00,000 paid by the Lessee to the Lessor before the
execution hereof, the receipt of, which the Lessor hereby acknowledges."9
7. OPERATIVE WORDS: The operative part of a deed is that portion of it
which expresses the effect or operation of the deed. These words give one
intention to the maker of the document. Some common operative words are:
Appoint, Assign, Grant, Mortgage, Demise, Release etc.10
8. PARCEL: This is a technical term which means description of the actual
property transferred. If the description of the property is short one, it may be
incorporated in the body of the deed but if it is a long one then it is to be given
in detail in a schedule at the foot of the deed.11
9. GENERAL WORDS-After the parcel comes the place of general words
giving every minute details of the casements and legal incidents intended
fixtures, to be conveyed. They begin with such words as "together with
buildings, fixtures, fences, appurtenances etc.12
8
R.N. Chaturvedi, Pleadings, Drafting and Conveyance, Central Law Publications, Allahabad, Fourth edition, 2013
9
ibid
10
ibid
11
ibid
12
ibid
6
10.EXCEPTIONS AND RESERVATIONS: Exception means exclusion of
anything which is not intended to be transferred along with the property. A
reservation is something not in existence at the date of the transfer but is newly
created by the grant e.g. when the vendor reserves a right of way over the
property.
It implies the introduction of specific rights to be held by the transferor over
the property to be agreed by the transferee13.
11.HABENDUM: This clause commences with the words "To have and hold".
These words are followed by the details of different particulars of the
properties transferred and then ends with the words “and all the premises
herein before expressed to be hereby granted or assigned or demised etc.”
12.ALL ESTATE CLAUSE: This clause expresses that the transferor conveyed
all his estate, interest title, claim, rights and demands whatsoever into or in
the said property or any part thereof. It is incorporated to make clear that all
rights, interest, title, etc. of the transferor in the property shall be transferred
to the transferee after execution of deed of transfer14.
13.COVENANTS: It alludes to the agreement under seal, by which the parties
concerned, promises for the truth of the certain fact. It is written as “The
Parties aforementioned hereto hereby mutually agree with each other as
follows:”15
The person who makes the promise is called as Covenantor and the person to
whom the promise is made, is called Covenantee.
13
DEED, available at: https://businessjargons.com/deed.html (Last Visited on June 10, 2021)
14
Achal Gupta, Deed and its parts, available at: https://www.scconline.com/blog/post/2021/02/15/deed/ (Last
Visited on June 10,2021)
15
Advocate Deepali, Components of a Deed, available at: https://legalraj.com/articles-details/components-of-a-
deed (Last Visited on June 10,2021)
7
14.TESTIMONIUM: This is the last and final clause of a deed which sets forth
the fact of the parties having signed the deed. It is written in the following
form "IN WITNESS WHEREOF the parties hereto have set their respective
hands and seals the day and year first above written.”16
15.SIGNATURE AND ATTESTATION: At the end the deed should bear the
signatures of the parties and also of the attesting witnesses. Sign or Signature
includes a mark, when the person making the mark is unable to write his
name.17
16
Supra at note 4
17
ibid
8
PARTNERSHIP DEED
This DEED OF PARTNERSHIP is made at Jalandhar on this First day of June Two Thousand and
Twenty One, BETWEEN:
1. Shri Jethalal Gada, Son of Shri Champaklal Gada, Resident of Flat No. 123, Gokuldham
Society, Jalandhar (herein in after called the party of the one part).
AND,
2. Shri Natwarlal Prabhashankar, Son of Shri Babulal Prabhashankar , Resident of House No.
456, Rama Mandi Jalandhar (herein after called the party of the other part).
WHEREAS party of the one part has agreed to join hands as a partner in the business in the
name and style of M/s. Gada Electronics and has decided to set up a unit at Jyoti Chownk,
Jalandhar for Trading of Electronics.
AND WHEREAS due to limited technical expertise of the trade as well as lack of manpower
the party of the one part has admitted party of the other part as partner in the business.
AND WHEREAS the party of the second part has agreed to become partner in the said business
on the terms and condition mentioned here under, which has been executed in writing to
avoid any possible dispute/disputes either at present or in future.
NOW THIS DEED WITNESSETH and the parties hereby agree as follows:
1. That the business of the partnership firm shall be deemed to have commenced w.e.f 10th
June 2021
2. That the business of the firm shall be carried on in the name and style of M/s. Gada
Electronics and/or in any other name in case of need in future.
9
3. That the head office of the firm shall be situated at Shop No. 10, Jyoti Chownk Jalandhar
And Branch office at 1st Floor, High Rise Complex, Near Bus Stand Jalandhar, or any other
place or places as desired from time to time.
4. That the business of the firm shall be to deal in Trading of Electronics at present and/or
any other business etc. as desired/needed in the future.
5. That the profits and losses of the firm shall be divided in the ratio of 2:1 between the party
No. 1 and Party No. 2 and the same shall be credited to their respective capital accounts.
7. That the capital required in the business shall be contributed by both the parties as and
when the need arises.
8. That a bank account or accounts of the firm shall be opened in one or more than one
scheduled banks and the same shall be operated by party of the one part only of this deed.
9. That any partner shall be admitted, only with the consent of both the parties.
11. That the party of the one part shall be entitled to approach any Financial/Lending and
other institution for any working capital term loan requirements if any with his own signatures
and can execute documents as partner on behalf of the firm.
12. That in case 2nd party to this deed wants to retire from the firm he will have to seek the
permission of financial institution so with consent and 3 months’ notice in writing he will have
to serve on the party No. 1 and after the consent of the financial institution and on expiry of
the said period he shall be permitted to retire from the firm.
10
13. That any alteration, additions, modifications, deletion to the terms and conditions of this
deed can be made effective by executing the same on non-Judicial Stamp papers of Rs. 2/-
only by both parties
14. That account of the firm shall close on 31st March, 2022 and therein after on 31st March,
every year.
15. That both the parties to this deed shall be joint and faithful to each other in all business
transaction of the firm. Any party to this deed shall be at liberty to take abstract or inspect
the record of the firm either personally or through their legal representative from business
premises only.
16. That the partnership is at will.
17. That in case of any dispute or disputes between the partners with regard to the
interpretation of deed or any other matter relating to partnership business the same shall be
referred to sole arbitration of Shri Taarak Mehta, Chartered Accountant at Adampur,
Jalandhar whose decision shall be final and binding on both the parties to this deed.
18. The Capital of the firm is Rs. 15,00,000 /- (Fifteen Lakh Rupees Only) which is contributed
by the partners in the ratio of 2:1. (Rs. 10,00,000 by party of the one part and Rs. 5,00,000 by
party of the other part)
19. The firm may be dissolved by mutual contest. The firm shall stand dissolved on a partner
becoming bankrupt.
11
20. On death of a partner, surviving partner may either;
(i) Pay the legal heir of the deceased partner. The value of his interest and share in the firm
as stated in the preceding clause, or
(ii) Take the legal heir as partner in place of the deceased with the same right and obligations
as the deceased partner had, or
(iii) Dissolve the firm.
In WITNESS WHEREOF the parties to this deed have affixed their hands and seals the day and
year first above written written in presence of the following witnesses:
1) Shri Atmaram Bhide s/o Shri Tukaram Bhide, Resident of House Number 111 Model
Town Jalandhar
2) Shri Roshan Singh Sodhi s/o Shri Harjit Singh Sodhi, Resident of House Number 222
Model Town Jalandhar
DATE: 1st June 2021
PLACE: Jalandhar
WITNESS 1. BHIDE
WITNESS 2. SODHI
Signature Ist party of the one part JETHALAL GADA
NATWARLAL
Signature 2nd party of the other part
12
SELF ASSESSMENT
The subject of Drafting, Pleading and Conveyance, introduced me to the practical
aspects of litigation and improved my understanding of many theoretical concepts,
by giving an insight into the actual state of affairs. Last semester, we studied the
theoretical Concept of Plaint and Written Statement in CPC. I had a very unclear
picture in my mind, as to how a plaint or written statement must be. It was only after
we were given the opportunity of drafting plaint as well as written statement, that I
could actually understand the concept completely.
While studying enactments such as Indian Contract Act 1872, Transfer of Property
Act 1882 and Indian Partnership Act 1932, it was usual to come across terms such
as Deed, Sale Deed, Mortgage Deed, Partnership Deed and so on. Further, as these
instruments create rights in favor of parties, there were many cases laws which we
used to refer, pertaining to the aforementioned concepts.
Before, this project, my knowledge of these concept was very limited. For, Instance
I knew as to what a partnership deed was and what is its significance. However, I
was unaware as to its contents or how it is drafted.
After, completing this project, I have understood as to what are the components,
which much be there is a deed and also, How to draft a partnership deed.
13
BIBLIOGRAPHY
SECONDARY SOURCES
BOOK REFERRED
• R.N. Chaturvedi, Pleadings, Drafting and Conveyance, Central Law
Publications, Allahabad, Fourth edition, 2013.
WEBSITES REFERRED
• https://businessjargons.com/
• https://legalraj.com/
• https://www.scconline.com/
14
