Deed of Release Template for the United Kingdom
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What is a Deed of Release?
A Deed of Release is a formal legal document by which one party gives up, waives or discharges a right, claim, obligation or security it holds against another party. It is executed as a deed rather than a simple contract, which means it can take effect even where no consideration passes between the parties. Businesses commonly use a deed of release to settle disputes, release security or guarantees, discharge debts, or bring employment and commercial relationships to a clean end. Because it operates as a deed, it must be signed, witnessed and delivered in accordance with the applicable formalities.
Frequently Asked Questions
Why use a deed of release instead of a simple contract?
A deed can be legally binding without consideration passing between the parties, which is useful when one party is giving up a right without receiving anything in return. Deeds also carry a longer limitation period in England and Wales.
How must a deed of release be signed?
A deed must comply with statutory formalities, which usually means being signed in the presence of a witness who also signs, and then being delivered. Companies can also execute a deed using two authorised signatories under the Companies Act 2006.
Does a deed of release settle all claims between the parties?
Only the claims and obligations expressly described in the deed are released, so the scope should be drafted carefully. A full and final settlement clause can broaden the release, but expressly reserved matters remain unaffected.
Is a deed of release the same across the UK?
No. England and Wales, Scotland and Northern Ireland have different execution formalities and legal rules, so a deed should be drafted for the correct jurisdiction. This is general information and not a substitute for legal advice.
Can a deed of release be used to discharge a guarantee or security?
Yes, deeds of release are commonly used to formally discharge guarantees, charges or other security once obligations have been satisfied. The deed should clearly identify the security being released and confirm the releasing party's authority to grant it.
About the Deed of Release
A Deed of Release usually covers the following.
- Parties: Identify the releasing party (the person giving up the right or claim) and the released party, with full legal names and registered details.
- Recitals or Background: Set out the context, including the underlying agreement, dispute, debt or security giving rise to the release.
- Definitions: Define key terms such as the Claims, the Obligations or the Security being released to avoid ambiguity.
- Release and Waiver: State clearly and precisely what rights, claims or obligations are being released and the scope of that release.
- Consideration or Deed Statement: Confirm the document is executed as a deed, or record any consideration paid, so the release is legally binding even without consideration.
- Full and Final Settlement: Where relevant, confirm the release is in full and final settlement of the matters described and that no further claims will be brought.
- Warranties and Reservations: Include any reservations, such as claims expressly excluded from the release, and confirm the releasing party has authority to grant the release.
- Governing Law and Jurisdiction: Specify that the deed is governed by the law of England and Wales, or Scotland or Northern Ireland as applicable, and the relevant courts.
- Execution as a Deed: Set out execution blocks that comply with the formalities for deeds, including witnessing and delivery.
GOVERNING LAW
Applicable law
This Deed of Release is drafted to comply with United Kingdom law. Key legislation includes:
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