Assignment of goodwill (deed)

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What's an assignment of goodwill (deed), and when do you need it?

This may be used on its own but it is designed to accompany our template transfer agreement converting a sole trader business to a limited company formed by that sole trader, where goodwill is transferred to the buyer company as part of the agreement. It is also relevant to our transfer agreement of a general partnership to a limited company, again, because substantial value in that business is being transferred as part of the conversion.

Goodwill basically includes the intangible items that add to a company’s value, but which cannot be easily identified or valued. These intangible items could include trademarks, and the reputation of the company.They may also take into account factors such as brand identity, customer relations, customer loyalty, and staff satisfaction, to ensure purchases are made at a fair price. However, it won’t cover identifiable assets such as contracts or legal rights, or assets that can be separated, divided, transferred, or sold.

Goodwill is one of the hardest-to-value assets of a business. And yet, it can be one of the most valuable – especially when it comes to selling that business, or valuing it for investment purposes. In many cases, their ultimate value will come down to how keen a potential buyer is to acquire the business in question, or an investor to invest in it – and the competition they may face.

Why is it done by deed? Deeds are contracts, but they have more exacting signature provisions, incorporating witnesses of signatures, which means they tend to be used in certain circumstances where a straightforward contract would be considered insufficient. The point of including the witnesses is to make clear, unequivocally, that both the signing parties fully understood what they were signing and that they intended to agree to the terms set out in the deed.

Powers of attorney, transfers of property and other valuable items will usually be done by way of a deed. An assignment of goodwill in business is also a situation where a deed is considered most appropriate to evidence that such a valuable transfer of property from the seller to the buyer was indeed fully intended.

What else might you need?

You'll need our template transfer agreement converting a sole trade business to a limited company, or, if you're converting a partnership to a limited company, you'll need our template for that instead.

The value of the goodwill being converted rests on how well you can both identify it, and demonstrate that you own it – especially if as part of the transfer process, you’re bringing in directors or shareholders into the new limited company that you’re creating, or you’re looking to secure finance from other sources.

Intellectual property (IP) is a big part of your goodwill. IP can take many different forms, from software code, to product recipes, process formulae, key operational know-how, written records, sound or video recordings, details of patents, drawings and designs, logos, slogans, packaging and advertising materials, all of your brand identity and trade marks, etc... The list is long. Take a look at our introductory guide to intellectual property and make sure you’re responsibly protecting what you’ve created and what’s key to your operations. This guide will unlock other areas that you can choose to delve into in more detail if you wish. Our guide: is my business innovative? How patents can help it grow may also be of interest.

If you’re taking on one or more directors, you’ll need a director’s service contract template. Investors will require a shareholder agreement. We also have the board minutes and resolutions that you’ll need to set up your new limited company. Our guide on how to set up a limited company will help you manage the step by step process involved.

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Assignment of Goodwill (Deed): A Comprehensive Guide

  • February 25, 2024
  • Land , Law and Regulations

Table of Contents

what is a deed of assignment of goodwill

When it comes to business transactions, the assignment of goodwill is a critical aspect that should not be overlooked. Goodwill refers to the intangible value associated with a business, such as its reputation, customer relationships, and brand recognition. Assigning goodwill through a deed allows for the transfer of these intangible assets from one party to another. In this comprehensive guide, we will delve into the concept of assigning goodwill, the process involved, its legal implications, and the importance of conducting due diligence before entering into such agreements.

Understanding Goodwill and its Importance

Goodwill is a vital component of any business, representing the intangible assets that contribute to its overall value. It encompasses factors such as customer loyalty, brand reputation, intellectual property, and favorable supplier relationships. Goodwill plays a significant role in attracting customers, generating revenue, and maintaining a competitive advantage in the market.

Assignment of Goodwill: An Overview

The assignment of goodwill involves transferring the ownership rights of intangible assets from one entity to another. This transfer is typically carried out through a legal document known as a deed. The deed outlines the terms and conditions of the transfer, including the consideration exchanged, rights and obligations of the parties involved, and any restrictions or limitations on the use of the transferred goodwill.

Components of the Assignment Deed

An assignment deed for goodwill typically includes the following components:

1. Parties : The deed identifies the parties involved in the assignment, namely the assignor (the party transferring the goodwill) and the assignee (the party receiving the goodwill).

2. Consideration : The assignment deed specifies the consideration exchanged between the parties. This can be in the form of monetary payment, non-monetary assets, or a combination of both.

3. Rights and Obligations : The deed clearly outlines the rights and obligations of both the assignor and the assignee. It may include provisions related to the use of the transferred goodwill, non-compete clauses, and any ongoing obligations of the assignor.

4. Restrictions and Limitations : The assignment deed may include restrictions and limitations on the use of the transferred goodwill. This can include geographical restrictions, limitations on the type of business activities the assignee can undertake, or any other specific conditions agreed upon by the parties.

5. Termination : The deed may also include provisions for termination, specifying the circumstances under which the assignment can be terminated and the consequences of termination.

what is a deed of assignment of goodwill

Legal Implications and Considerations

Assigning goodwill through a deed has legal implications that should be carefully considered. Here are some key legal aspects to keep in mind:

Contractual Obligations

The assignment of goodwill is a contractual agreement between the assignor and the assignee. Both parties are legally bound by the terms and conditions outlined in the assignment deed. Therefore, it is crucial to ensure that the deed is drafted accurately and comprehensively to avoid any misunderstandings or disputes in the future.

Intellectual Property Rights

Goodwill often includes intellectual property rights, such as trademarks, copyrights, or patents. When assigning goodwill, it is essential to verify that the assignor has the legal right to transfer these intellectual property rights. Conducting a thorough intellectual property search and clearance process can help identify any potential conflicts or infringement issues.

Due Diligence

Before entering into an assignment of goodwill, it is crucial to conduct due diligence on the business and its intangible assets. This may involve reviewing financial records, customer contracts, licenses, and any legal agreements related to the business. Due diligence helps verify the value of the goodwill being transferred and mitigates the risk of undisclosed liabilities or legal issues.

Compliance with Laws and Regulations

Assigning goodwill may be subject to certain laws and regulations, depending on the jurisdiction and nature of the business. It is important to ensure compliance with applicable laws, such as antitrust regulations, consumer protection laws, and intellectual property laws. Seeking legal counsel can help navigate these complexities and ensure a smooth and legally compliant assignment process.

Importance of Due Diligence in Assigning Goodwill

Conducting due diligence is of utmost importance when assigning goodwill. It helps identify any potential risks or issues that could impact the value of the transferred assets. Some key reasons to conduct due diligence include:

1. Assessing Value : Due diligence allows for a thorough evaluation of the value of the goodwill being transferred. This helps both parties understand the potential benefits and risks associated with the assignment.

2. Identifying Liabilities : Through due diligence, any undisclosed liabilities or legal issues can be identified. This prevents the assignee from inheriting any unforeseen problems that could impact the business’s reputation or financial stability.

3. Mitigating Risks : Due diligence helps mitigate risks by ensuring that the assignor has the legal right to transfer the goodwill and that all necessary permissions and licenses are in place. It also helps identify any potential conflicts or infringements on intellectual property rights.

4. Negotiating Terms : The insights gained through due diligence can be used to negotiate the terms and conditions of the assignment. Thiscan include adjustments to the consideration exchanged, additional warranties or indemnities, or specific provisions to address any identified risks or concerns.

5. Building Trust : By conducting thorough due diligence, both parties demonstrate their commitment to transparency and integrity. This helps build trust and confidence in the assignment process, fostering a positive working relationship between the assignor and the assignee.

The assignment of goodwill through a deed is a significant step in transferring intangible assets from one party to another. It involves careful consideration of legal implications, conducting due diligence, and ensuring compliance with applicable laws and regulations. By understanding the concept of goodwill, the components of an assignment deed, and the importance of due diligence, businesses can navigate the assignment process successfully and protect their interests. It is always advisable to seek legal counsel to ensure a smooth and legally compliant assignment of goodwill.

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what is a deed of assignment of goodwill

After a trademark achieves federal registration, ownership of the mark may change hands for a variety of reasons. When a trademark owner transfers their ownership in a particular mark to someone else, it is called an assignment. Generally, for an assignment of a trademark to be valid , the assignment must also include the ‘goodwill’ associated with the mark (goodwill is an intangible asset that refers to the reputation and recognition of the mark among consumers). If the assignment of a trademark includes the mark’s goodwill and is otherwise legal, the assignee gains whatever rights the assignor had in the mark. Importantly, this includes the mark’s priority date, which has implications for protecting the mark from potential infringers going forward.

In contrast, if an assignment of a trademark is made without the mark’s accompanying goodwill, then it is considered an assignment “in gross” — and the assignment is invalid under U.S. law. Courts have analyzed whether an assignment was made in gross in a few different ways, but, as is the case with much of trademark law, protecting customers from deception and confusion is the primary motivation behind any analysis for determining the validity of an assignment.

One way courts determine if an assignment was made in gross is through the substantial similarity test. This test essentially examines whether the assignee is making a product or providing a service that is “substantially similar” to that of the assignor, such that consumers would not be deceived by the assignee’s use of the mark. This analysis includes an assessment of the quality and nature of the goods and services provided under the mark post-assignment.  Thus, even if an assignee is using the mark on the same type of goods, but the goods are of lower quality than the goods previously offered by the assignor under the mark, the assignment could be invalid. However, slight or inconsequential changes to goods and services after an assignment are not likely to invalidate the assignment, as such changes are to be expected and would not thwart consumer expectations.

Decisions on the question of substantial similarity are only marginally instructive, as the  test calls for a fact specific inquiry into what the consuming public has come to expect from the goods or services offered under a given mark. For example, courts have noted that despite similarities in services and goods, “even minor differences can be enough to threaten customer deception.” [1] Instances of products or services that were deemed not substantially similar (and thus resulted in invalid assignments) include: an assignee offering phosphate baking powder instead of alum baking powder; [2] an assignee using the mark on a pepper type beverage instead of a cola type beverage; [3] an assignee producing men’s boots as opposed to women’s boots; [4] an assignee using the mark on beer instead of whiskey; [5] and an assignee selling hi-fidelity consoles instead of audio reproduction equipment. [6]

Conversely, case law has also shown that substantial similarity can be found even when products or services do differ in some aspects, if consumers aren’t likely to be confused. For example, the following product changes did not result in a finding of an invalid assignment: an assignee offering dry cleaning detergent made with a different formula; [7] an assignee using thinner cigarette paper; [8] and an assignee selling a different breed of baby chicks. [9]

Whether goods or services are substantially similar may seem like an easy test to apply, but, as case law demonstrates, this fact-intensive analysis can yield results that look strange in the abstract. Disputes involving the validity of a trademark assignment are decided on a case-by-case basis, using the specific facts at hand to determine if consumer expectations are being met under the new use. Thus, while trademarks acquired through assignment can have significant value (and grant the assignee important rights formerly held by the assignor), assignees should be wary of changes to goods or services under an acquired mark that could be seen as deceiving the public.

[1] Clark & Freeman Corp. v. Heartland Co. Ltd. , 811 F. Supp. 137 (S.D.N.Y. 1993).

[2] Independent Baking Powder Co. v. Boorman , 175 F. 448 (C.C.D.N.J.1910).

[3] Pepsico, Inc. v. Grapette Company , 416 F.2d 285 (8th Cir. 1969).

[4] Clark & Freeman Corp. v. Heartland Co. Ltd. , 811 F. Supp. 137 (S.D.N.Y. 1993).

[5] Atlas Beverage Co. v. Minneapolis Brewing Co. , 113 F.2d 672 (8 Cir. 1940).

[6] H. H. Scott, Inc. v. Annapolis Electroacoustic Corp. , 195 F.Supp. 208 (D.Md.1961).

[7] Glamorene Products Corp. v. Procter & Gamble Co. , 538 F.2d 894 (C.C.P.A. 1976).

[8] Bambu Sales, Inc. v. Sultana Crackers, Inc. , 683 F. Supp. 899 (1988).

[9] Hy-Cross Hatchery, Inc v. Osborne 303 F.2d 947, 950 (C.C.P.A. 1962)

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Assignment of Goodwill (Jurisdiction Neutral) | Practical Law

what is a deed of assignment of goodwill

Assignment of Goodwill (Jurisdiction Neutral)

Practical law uk standard document w-016-2422  (approx. 10 pages).

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Assignment of goodwill

How it relates to the law in british columbia canada.

In British Columbia, Canada, the assignment of goodwill is governed by the Business Corporations Act. According to the Act, the assignment of goodwill can only be done with the consent of all shareholders of the corporation. The assignment must also be in writing and must be registered with the Corporate Registry. Failure to comply with these requirements can result in legal consequences. Additionally, the assignment of goodwill may also have tax implications, and it is important to consult with a legal or tax professional before proceeding with the assignment.

Impact on Business Owners in British Columbia

The assignment of goodwill is a crucial aspect of any business acquisition in British Columbia, Canada. Small businesses in the province need to be aware of the legal requirements and tax implications of transferring their intangible assets, such as reputation and customer base, to another party. Failure to comply with the Business Corporations Act can result in legal consequences, making it important for small businesses to consult with legal or tax professionals before proceeding with the assignment.

Potential Legal Risks, Legal Challenges, or Legal Pitfalls for Businesses in British Columbia

As a small business owner in British Columbia, it is important to be aware of the potential legal risks and challenges related to the assignment of goodwill. Goodwill refers to the intangible value of a business, such as its reputation, customer base, and brand recognition. Assigning goodwill involves transferring this value from one party to another, typically in the context of a business sale or transfer. One potential legal risk is the possibility of a dispute over the value of the goodwill being assigned. If the parties involved in the assignment cannot agree on the value of the goodwill, it may be necessary to involve a third-party appraiser or mediator to resolve the issue. This can be time-consuming and costly, and may delay the completion of the assignment. Another potential legal challenge is the risk of infringing on the intellectual property rights of others. If the goodwill being assigned includes trademarks, logos, or other intellectual property, it is important to ensure that these rights are properly licensed or assigned. Failing to do so could result in legal action being taken against the business, which could be costly and damaging to its reputation. To avoid or mitigate these issues, small business owners should take the following steps: 1. Seek legal advice: Before assigning any goodwill, it is important to consult with a lawyer who specializes in business law. They can help ensure that all legal requirements are met and that the assignment is structured in a way that minimizes risk. 2. Conduct due diligence: Before assigning any goodwill, it is important to conduct a thorough review of the business's assets and liabilities. This can help identify any potential legal issues that need to be addressed before the assignment can be completed. 3. Obtain proper licenses and assignments: If the goodwill being assigned includes intellectual property, it is important to ensure that all necessary licenses and assignments are in place. This can help avoid legal disputes and ensure that the business's intellectual property rights are protected. By taking these steps, small business owners in British Columbia can help avoid potential legal risks and challenges related to the assignment of goodwill.

BC Business Practices and Consumer Protection Act (BPCPA)

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What is Goodwill and What Does It Have to Do With Trademarks?

April 16, 2021.

“Goodwill” (or “good will”, it’s written both ways) refers to a consumer’s positive opinion of a product or service and their willingness to purchase it again in the future or to refer it to a friend or colleague. If you like Starbucks coffee, the product can be said to have goodwill.

Goodwill and trademarks are inseparable. This is a legal fact: the Lanham Act, which is the Federal law that governs trademarks, states that a trademark can only be sold or transferred (“assigned”) “with the good will of the business in which the mark is used, or with that part of the good will of the business connected with the use of and symbolized by the mark.” Lanham Act § 10, 15 U.S. Code § 1060.

This means that you can’t just sell or buy a trademark the way you could sell or buy another type of business asset. In 1918, the Supreme Court defined an attempt to do as an “assignment in gross”. United Drug Co. Theodore Rectanus Co. , 248 U.S. 90 (1918).

Instead, a trademark can only be sold, bought, or otherwise transferred along with the underlying business itself. So Starbucks can’t just sell you its STARBUCKS trademark; you’d have to buy their coffee business, too.

This makes sense, if you think about it. As I’ve often discussed on this blog, the purpose of trademark law is to protect consumers. If you could simply sell a trademark without the underlying goodwill, then a consumer would never know whether to trust a brand name.

So beware anyone who tries to sell you a trademark without the business that’s attached to the brand. Unfortunately, it’s just not that simple.

Have questions about trademarks? Reach out to me .

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what is a deed of assignment of goodwill

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  • Deeds & Drafts / ASSIGNMENT-OF-A-GOODWILL-BUSINESS

ASSIGNMENT OF A GOODWILL BUSINESS

This Deed of Assignment being executed on this ___________ day of _________. Between Sh. _________, S/o Sh. __________, R/o ____________ (as named "the assignor") which expression shall include his successors, executors and administrators on the one part And Sh. _________, S/o Sh. ___________, R/o _____________ (as named "the assignee") which expression shall include his successors, executors and administrators of the other part. Whereas 1. The assignor is in the trade of manufacturing cloth and so, for the past 32 years. 2. The assignor has by way of the said trade earned goodwill and established a good reputation. The assignor has trade connections with several other firms/persons. 3. The assets liabilities of the said trade are stated in Annexure I enclosed herein. 4. The assignee has for a sum of Rs. ______, consented in taking the trade of the assignor as a running business with its goodwill, liabilities and remaining. Now This Deed Witnesses as Follows: 1. That according the said covenant and in lieu of the sum of Rs.__________ (Rupees ______________only) paid to the assignor (whose receipt is hereby acknowledges) assignor beneficial owner hereby assigns as follow to the assignee— (i) the goodwill trade; (ii) all debts and outstanding stated in the schedule unclose and also other sums as are or may be found due to assignor concerning the trade; (iii) all rights, privileges, benefits, emerging out all pending contractual engagement. (iv) Business -mark in concerning said trade; (v) stock-in-business furniture, fixtures of the trade; The assignee shall take over the said trade completely. The assignor bearing no right /interest of any form as left in the same. 2. The assignor also agrees and guarantees the assignee that help the assistance in claiming and realizing/ getting the debts remaining of the trade. assignor shall also at all period clarify, any item in account books, for claiming any legal claim , concerning the said debts /outstanding. 3. The assignee also consents that for paying and discharging all debts, liabilities and outstanding of the said trade till this day shall, at all times, keep indemnified the assignor /his estate and effects from and against all hearing, costs, claims, expenses/liabilities, whatsoever, relating thereof. In Witness Whereof, the parties to this deed have signed at (Name of place), on day, month and year first above noted, in presence of :

Assignor ___________ Assignee: ____________ Signed ................. Date ................ Witnesses: 1. 2.

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  • What are Trademarks?
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Trademarks like any asset can be transferred from one owner to another. Such transfers can take place in the form of an assignment, or merger or amalgamation between two entities.

For instance: Assignment is where entity A assigns or transfers or transmits the rights over his/her trademarks to entity B.

In case entity A mergers with entity B, and there is transmission of trademarks rights from A to B, it would also constitute assignment.

Assignment of trademarks is a process in which the owner of the trademark transfers the ownership of the mark either with or without the goodwill of the business. An assignment can either be with goodwill or without goodwill:

Assignment with goodwill : This is an assignment where the owner transfers the rights and value of the trademark as associated with the product it sells.

For example, A, owner of “TH” trademark for manufacturing and selling of watches, can assign the trademark along with giving the assignee the right to use the said trademark for the same product.

1. Forms and Fees: An application to record assignment of a pending or a registered trademark can be made through the following respective Forms:

  • Pending Trademark: (assignment with goodwill) Form TM-M (CORRECTION OF CLERICAL ERROR OR FOR AMENDMENT U/R 37) Official fee- INR 900 per mark
  • Registered Trademark: (assignment with goodwill) Form TM-P (SUBSEQUENT PROPRIETOR BY WAY OF ASSIGNMENT OR TRANSFER OF MARK) Official fee- INR 9000 for each assigned mark

Assignment without goodwill : This is an assignment where the owner restricts the assignee to use trademark for the products he uses it for. That is, the goodwill attached to the owner’s brand with respect to the product already being sold under such brand, is not transferred to the buyer. This means that assignor & assignee both can use the same trademark but in dissimilar goods or services.

For example, if the owner of the trademark “TH” uses it for manufacturing and selling of watches and decides to assign it without goodwill, it means that the assignee can use the trademark “TH” for any other product other than watches.

Procedure for filing an application to record assignment without goodwill: In order to record assignment without goodwill of business, the Applicant needs to make an application under Form TM-P (DIRECTION OF REGISTRAR FOR ADVERTISEMENT OF ASSIGNMENT WITHOUT GOODWILL- official fee INR 2700) within 6 months from the date of the assignment (extendable by 3 months as per prescribed forms), requesting the Registrar to advertise the assignment, that is give notice to the public of the assignment without goodwill of business.

Post such advertisement, the application for recording the assignment can be filed with the above-mentioned Form TM-M/TM-P respectively.

Such a Form shall be accompanied with a copy of the Form TM-P (DIRECTION OF REGISTRAR FOR ADVERTISEMENT OF ASSIGNMENT WITHOUT GOODWILL) as well as a copy of the advertisement notice as issued by the Registrar.

2. Documentary Requirements: Assignment Deed: A duly stamped and notarized assignment deed, which shall mandatorily mention the effective date; the full name and address of the assignor (transferor) and assignee (the subsequent transferee), along with their signatures; the consideration paid by the assignee to the assignor for the assignment; statement pertaining to whether the assignment is with goodwill or without goodwill of business along with the details of trademarks to be assigned.

For Applicants outside India, the assignment deed must to be notarized in the country where it is executed, and the same can be stamped in India.

Affidavit of no-pending litigation: In order to process such assignment requests, the Indian Trade Marks Registry has now made it mandatory to submit an affidavit attesting that there is no pending litigation and that the ownership of the trademarks are not in dispute. Accordingly, along with the assignment deed, the assignee (transferee) ought to submit a duly stamped and notarized affidavit to mentioning the details of the assignment and the assigned trademark and attesting that the ownership of the said trademark is not in dispute.

Need assistance on assignment of trademark in India? Please email us to [email protected] .

Deed of Assignment: Everything You Need to Know

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. 3 min read updated on January 01, 2024

Updated October 8,2020:

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. It states that a specific piece of property will belong to the assignee and no longer belong to the assignor starting from a specified date. In order to be valid, a deed of assignment must contain certain types of information and meet a number of requirements.

What Is an Assignment?

An assignment is similar to an outright transfer, but it is slightly different. It takes place when one of two parties who have entered into a contract decides to transfer all of his or her rights and obligations to a third party and completely remove himself or herself from the contract.

Also called the assignee, the third party effectively replaces the former contracting party and consequently assumes all of his or her rights and obligations. Unless it is stated in the original contract, both parties to the initial contract are typically required to express approval of an assignment before it can occur. When you sell a piece of property, you are making an assignment of it to the buyer through the paperwork you sign at closing.

What Is a Deed of Assignment?

A deed of assignment refers to a legal document that facilitates the legal transfer of ownership of real estate property. It is an important document that must be securely stored at all times, especially in the case of real estate.

In general, this document can be described as a document that is drafted and signed to promise or guarantee the transfer of ownership of a real estate property on a specified date. In other words, it serves as the evidence of the transfer of ownership of the property, with the stipulation that there is a certain timeframe in which actual ownership will begin.

The deed of assignment is the main document between the seller and buyer that proves ownership in favor of the seller. The party who is transferring his or her rights to the property is known as the “assignor,” while the party who is receiving the rights is called the “assignee.”

A deed of assignment is required in many different situations, the most common of which is the transfer of ownership of a property. For example, a developer of a new house has to sign a deed of assignment with a buyer, stating that the house will belong to him or her on a certain date. Nevertheless, the buyer may want to sell the house to someone else in the future, which will also require the signing of a deed of assignment.

This document is necessary because it serves as a temporary title deed in the event that the actual title deed for the house has not been issued. For every piece of property that will be sold before the issuance of a title deed, a deed of assignment will be required.

Requirements for a Deed of Assignment

In order to be legally enforceable, an absolute sale deed must provide a clear description of the property being transferred, such as its address or other information that distinguishes it from other properties. In addition, it must clearly identify the buyer and seller and state the date when the transfer will become legally effective, the purchase price, and other relevant information.

In today's real estate transactions, contracting parties usually use an ancillary real estate sale contract in an attempt to cram all the required information into a deed. Nonetheless, the information found in the contract must be referenced by the deed.

Information to Include in a Deed of Assignment

  • Names of parties to the agreement
  • Addresses of the parties and how they are binding on the parties' successors, friends, and other people who represent them in any capacity
  • History of the property being transferred, from the time it was first acquired to the time it is about to be sold
  • Agreed price of the property
  • Size and description of the property
  • Promises or covenants the parties will undertake to execute the deed
  • Signatures of the parties
  • Section for the Governors Consent or Commissioner of Oaths to sign and verify the agreement

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