Why drafting deserves attention
Most disputes that reach court begin with a document that was never examined closely when it was signed. A clause that is silent on termination, a schedule that does not match the property, an obligation without a timeline, or a dispute resolution clause that names a forum the parties never intended — each of these becomes expensive later.
A document is drafted well when it records what the parties actually agreed, in terms a stranger to the transaction could apply, and when it anticipates what happens if things do not proceed as expected.
Documents commonly prepared and reviewed
- Agreements of sale, sale deeds, gift deeds and settlement deeds.
- Rental agreements, lease deeds and leave and licence arrangements.
- Development agreements and joint venture arrangements for property.
- Partnership deeds, dissolution deeds and business arrangements.
- Service agreements, consultancy contracts and vendor agreements.
- Loan agreements, promissory notes and acknowledgements of debt.
- Memoranda of understanding and non-disclosure agreements.
- Powers of attorney, general and special.
- Affidavits, undertakings, indemnity bonds and declarations.
- Family settlements, partition arrangements and relinquishment deeds.
Clauses that decide the outcome of a dispute
Certain clauses recur across documents and are examined first when a dispute arises: the description of the parties and their capacity, the consideration and the manner of payment, the schedule of the property or the scope of work, the timelines, the consequences of default, the right to terminate, indemnity, confidentiality, the governing law and jurisdiction, and the mechanism for resolving disputes.
Equally important is what the document does not say. Silence on a material point is resolved by law, and often not in the way the party assumed.
Stamp duty, registration and execution
A document may be perfectly drafted and still be difficult to rely upon if the formalities are not observed. Stamp duty must be paid at the applicable rate, certain instruments require compulsory registration, and execution should be properly witnessed and dated.
An insufficiently stamped instrument can face objections when it is sought to be produced in evidence, and an unregistered document that required registration may not be relied upon for certain purposes. These are checked before execution, not afterwards.
Reviewing a document placed before you
Where a document has been prepared by the other side, a review identifies obligations that are one-sided, definitions that are wider than they appear, timelines that cannot realistically be met, penalty provisions, automatic renewals, and dispute clauses that place the forum inconveniently.
The review results in a marked copy with suggested changes and a short note explaining the practical effect of each, so that the commercial decision remains with the client.
Property documentation
Property documents are prepared alongside verification of title. Drafting a sale deed without examining the chain of title, encumbrances and approvals is of limited value. See the property page for what pre-purchase verification involves.
Frequently Asked Questions
- Is a document on plain paper valid?
- Validity depends on the nature of the instrument. Some documents require stamping at the prescribed rate and registration; others do not. This should be checked before execution.
- Can an existing agreement be modified?
- Parties may vary an agreement by a supplementary document executed with the same formalities, subject to what the original agreement permits.
- Do you provide document review without litigation?
- Yes. Drafting, vetting and written opinions are provided as standalone advisory work.