When Is a Deed Binding? Key Lessons from Monaco Solicitors v Prolend Solutions
In commercial and property transactions, deeds are a common legal tool used to formalise agreements. But when exactly is a deed legally binding? A recent decision by the Supreme Court of Queensland, Monaco Solicitors Pty Ltd v Prolend Solutions No 50 Pty Ltd [2025] QSC 199, offers important clarity.
This article explains the case, focusing on the meaning of “delivery” of a deed under Queensland law, the enforceability of deeds signed but not fully executed by all parties, and practical takeaways for businesses and legal practitioners.
Background of the Case
Monaco Solicitors Pty Ltd and Prolend Solutions No 50 Pty Ltd were both lenders to a property development project in Queensland. The project involved subdividing and developing land, secured by registered mortgages in favour of both lenders.
At some stage, Prolend exercised “step-in” rights under the loan agreements to take control of the development and complete it. Prolend incurred significant costs in doing so and sought to recover these costs under an amended Deed of Priority.
The Deed of Priority was intended to govern the priority of repayment from the proceeds of sale of the land, determining which lender’s claim would be paid first.
A dispute arose over whether the amended Deed of Priority was binding on Monaco, particularly since Monaco’s solicitor had signed and sent an undated version of the deed to Prolend, but Prolend had never signed the deed.
Key Legal Issue: Is the Deed Binding Without All Signatures?
At the heart of the dispute was the question: Could the deed be legally binding on Monaco even though Prolend had not signed it?
Under Queensland law, for a deed to be effective it must be:
Executed (signed) by the party, and
Delivered, meaning the party must show an intention to be legally bound by the deed.
Monaco’s solicitor signed the deed but left it undated and emailed it to Prolend, who did not sign it. Monaco later argued that the deed was not binding on it because the deed was never fully executed by all parties.
What Does “Delivery” of a Deed Mean?
The concept of “delivery” is a key legal requirement for deeds under Queensland law (Property Law Act 2023, section 56). Delivery is not merely handing over the document physically; it requires a clear intention by the party who signed the deed to be immediately bound by it.
Delivery can be established by conduct, words, or circumstances showing that the signatory intends to be bound, even if the physical handing over of the document is not formalised.
The Court’s Findings
The Queensland Supreme Court held:
Monaco’s solicitor had signed and sent the deed (albeit undated), demonstrating an intention to be bound.
Sending the deed to Prolend constituted delivery by Monaco.
Even though Prolend had not signed the deed, Monaco was bound by it because delivery had occurred.
Therefore, the deed was enforceable against Monaco, and Prolend’s claims under the deed were valid in principle.
The court emphasised that delivery is a question of intention, and the act of sending the signed deed without awaiting the other party’s signature was enough to demonstrate that Monaco intended to be bound.
Practical Implications
This case underscores the importance of understanding both execution and delivery when dealing with deeds in Queensland:
Signing a Deed Alone Is Not Enough
Simply signing a deed does not make it binding. The party must also “deliver” it, showing clear intent to be legally bound.
Delivery Can Be By Conduct
Delivery doesn’t require physical handing over. Actions such as emailing a signed but undated deed can constitute delivery if they show intention to be bound.
3. Deeds May Be Binding Even If Not Fully Signed by All Parties
A party may be bound by a deed even if others have not signed it, provided the party has signed and delivered the deed with intention to be bound.
4. Careful Drafting and Clear Communication Are Essential
If parties want the deed to only take effect once all signatures are obtained, they should clearly state this condition in the deed.
5. Be Aware of Risks When Sending Undated or Partially Signed Deeds
Sending a signed but undated deed can be risky, as it may be interpreted as delivery and binding, even if other parties have not signed.
Conclusion
Monaco Solicitors Pty Ltd v Prolend Solutions No 50 Pty Ltd is a landmark decision in Queensland property and commercial law, clarifying that delivery of a deed—and thus its enforceability—can arise from conduct such as emailing a signed document, even without all signatures.
For businesses and legal practitioners, this case highlights the importance of understanding the formalities of deeds, the legal meaning of delivery, and the risks of acting prematurely or without clear
