Drafting, Pleadings and Appearances · Drafting of Agreements, Deeds and Documents

Structure and Parts of a Deed or Agreement

Updated 11 October 2026 · Fact-checked

A deed or agreement follows a fixed structure: title, date, parties, recitals, operative part, testimonium, schedules and attestation. Recitals explain the background. The operative part creates the rights and duties. To answer an exam question, name each part, say what it does, and then draft it using the facts given.

Understand Structure and Parts of a Deed or Agreement

A legal document is built in parts so that anyone reading it, including a court or a registrar, can find who agreed, why, and to what. The order is a convention, not a section of any Act. But the parts do real work, and examiners expect you to know them.

The usual parts are:

Title (heading): names the document, such as 'Deed of Mortgage' or 'Agreement for Sale'.
Date and place: says when and where it is made. The date fixes when rights begin and which stamp law applies.
Parties (commencement): full name, parentage or constitution, and address of each party. Define each with a short label, such as 'the Lender'.
Recitals: begin with 'WHEREAS'. They give the background: how the owner got title, what was discussed, why the parties are contracting.
Operative part: begins with 'NOW THIS DEED WITNESSETH' or 'NOW, THEREFORE, THE PARTIES AGREE'. It holds the grant, the consideration, covenants, conditions, and the remedies.
Testimonium: the closing line, 'IN WITNESS WHEREOF the parties have signed on the day and year first above written'.
Schedules: hold detail such as property description, boundaries, or lists of assets, so the main text stays short.
Execution and attestation: signatures of the parties, then of witnesses, who confirm they saw the signing.

A deed is a document that is signed, sealed or otherwise executed with formality, and is used for transfers, mortgages, gifts, and settlements. An agreement is a promise or set of promises that is enforceable if it meets the Contract Act conditions. In practice, many documents called agreements are drafted with the same structure. Do not claim that a deed needs no consideration or that an agreement never needs formality; say what the law and the facts support.

Recitals and the operative part differ in function. Recitals explain and set the context. The operative part creates the legal effect. If a recital conflicts with a clear operative clause, the operative clause generally prevails, and recitals help only when the operative words are ambiguous.

Good drafting follows a few principles: be clear and precise, use one term for one thing, define terms once, keep sentences short, put each idea in its own clause and number the clauses, and avoid anything unlawful. Section 24 of the Contract Act makes an agreement void if any part of a single consideration, or of the object, is unlawful. So one illegal clause can sink the whole agreement. Section 28 makes an agreement void to the extent that it absolutely restricts a party from enforcing rights in ordinary tribunals, or limits the time for doing so. It saves arbitration clauses in the cases set out in its exceptions. Keep both in mind when you draft dispute and limitation clauses.

Key rules to remember

Order of parts: Title → Date and place → Parties → Recitals → Operative part → Testimonium → Schedules → Execution and attestation; A convention of drafting, not a statutory list. Schedules may come after the testimonium, before signatures, depending on the document.
Recital versus operative part: Recitals = background; Operative part = legal effect; If operative words are clear, they prevail over recitals. Recitals help only to resolve ambiguity.
Section 24, Contract Act, 1872: Unlawful part of a single consideration or object → whole agreement void; Applies where any part of a single consideration for one or more objects, or any part of one of several considerations for a single object, is unlawful.
Section 28, Contract Act, 1872: Absolute restriction on legal proceedings, or limit on time to enforce rights → void to that extent; Exceptions save arbitration agreements (as set out in the section) and certain bank or financial institution guarantee clauses with a period of not less than one year.
Stamp duty burden, Section 29, Indian Stamp Act, 1899: Absent contrary agreement: conveyance → grantee; lease → lessee; mortgage-deed → person executing; exchange → parties in equal shares; Uttarakhand has a state amendment making the donee bear the duty on a gift instrument. A drafter can include a clause that allocates stamp duty differently.

How to solve Structure and Parts of a Deed or Agreement questions

Use this method for any question that asks you to draft a deed or agreement, or to explain its parts.

1Read the facts and identify the type of document: sale, lease, mortgage, gift, partnership, or a commercial agreement. Note whether the question wants a draft or an explanation.
2List the parties with their full details, and decide the short label for each.
3Write the title and the date and place. If the date is not given, leave a blank such as '___ day of ______ 20__'.
4Write recitals in order: the owner's title, the negotiation, and the decision to contract. Keep them factual and only as long as needed.
5Write the operative part in numbered clauses: grant or promise, consideration, payment, covenants, conditions, default and remedies, dispute resolution, stamp duty and registration costs.
6Add the testimonium, then the schedule with property or asset details.
7Add execution blocks for the parties and witnesses with name, address and signature lines.
8Check the draft against the facts and against Sections 24 and 28 of the Contract Act. Remove anything unlawful and check that stamp duty and registration are dealt with.

Quickest way: Eight-part skeleton under time pressure

When to use it: Use when you have 10 to 15 minutes for a drafting question and must produce a complete, well-ordered document.

Write the eight headings in the margin first: Title, Date, Parties, Recitals, Operative part, Testimonium, Schedule, Attestation.
Fill parties and recitals directly from the facts in the question. Do not invent facts.
Number the operative clauses and limit them to what the question needs, plus standard clauses on default, disputes, costs and stamp duty.
Put the property or asset details in the schedule instead of the body.
End with the testimonium and signature blocks with two witnesses.

Common mistakes in Structure and Parts of a Deed or Agreement

Treating recitals as the place for obligations
Students see 'WHEREAS' and write promises there.
Fix: Keep recitals to background facts. Put every right, duty and payment in the operative part.
Skipping the testimonium or attestation
They seem like formalities, so students drop them when short of time.
Fix: Always write both, even if short. They show execution and are part of the expected structure.
Vague party descriptions and inconsistent labels
Students write 'A' in one place and 'the Seller' in another.
Fix: Give full name, parentage or constitution, and address once, then use one defined label throughout.
Putting property details in the body
They want to show completeness and crowd the main text.
Fix: Describe property, boundaries and area in the schedule and refer to it as 'the Schedule Property'.
Ignoring stamp duty and registration in the draft
Students think only of the contract terms.
Fix: Add a clause stating who bears stamp duty and registration costs. Under Section 29 of the Indian Stamp Act, 1899, absent a contrary agreement, the grantee bears it for a conveyance and the lessee for a lease.
Including an absolute bar on going to court
Students copy 'final and binding, no court' wording.
Fix: Under Section 28 of the Contract Act, such a bar is void to that extent. Use an arbitration clause, which the section saves, if you want disputes kept out of court.

Worked examples

Example 1

Mr. Anil Mehta of Pune agrees to sell his flat to Ms. Sunita Rao for ₹60,00,000. Name the parts of the sale deed you would draft and state what each contains.

Show the solution

Title: 'Sale Deed'.
Date and place: the day, month, year and the place of execution.
Parties: Mr. Anil Mehta, with parentage and address, as 'the Vendor'; Ms. Sunita Rao, with details, as 'the Purchaser'.
Recitals: the Vendor is the owner of the flat and got title in a stated way; he agreed to sell; the Purchaser agreed to buy for ₹60,00,000.
Operative part: the Vendor transfers the flat in consideration of ₹60,00,000 received; covenants that title is clear and free of encumbrances; delivery of possession; stamp duty and registration costs to be borne by the Purchaser as grantee.
Testimonium: 'IN WITNESS WHEREOF the parties have signed on the day and year first above written'.
Schedule: description of the flat, area, floor, building and boundaries.
Attestation: signatures of both parties and two witnesses with names and addresses.

Answer: The sale deed has eight parts: title, date and place, parties, recitals, operative part, testimonium, schedule and attestation. Recitals give the background; the operative part transfers the flat for ₹60,00,000 and allocates costs, with the Purchaser bearing stamp duty as grantee.

Example 2

Distinguish between recitals and the operative part of an agreement. Draft one recital and one operative clause for an agreement in which Zenith Foods Ltd. appoints Ravi Traders as its distributor in Nagpur.

Show the solution

Recitals set out the background and context and do not create obligations. The operative part creates the rights and duties and gives the agreement its legal effect. If the operative words are clear, they prevail over recitals.
Sample recital: 'WHEREAS Zenith Foods Ltd. manufactures packaged foods and wishes to appoint a distributor for the city of Nagpur, and Ravi Traders has agreed to act as such on the terms below.'
Sample operative clause: 'NOW, THEREFORE, THE PARTIES AGREE as follows: 1. Zenith Foods Ltd. appoints Ravi Traders as its non-exclusive distributor of its products in Nagpur for a term of three years from the date of this agreement.'
Note: any dispute clause should not bar court access absolutely; an arbitration clause is saved by Section 28 of the Contract Act.

Answer: Recitals give the background and do not create obligations; the operative part creates the binding terms and prevails if clear. The sample recital states the purpose, and the sample clause makes the appointment for a defined territory and term.

Exam tips

When asked for a draft, show all eight parts in order, with headings in the margin so the examiner sees structure quickly.
For 'distinguish' questions, give the function of each part in one line, and state the rule that clear operative words prevail over recitals.
Use the names, amounts and property details given in the question. Do not invent new facts, and leave blanks for missing particulars.
Mention stamp duty and registration in the operative part. Cite Section 29 of the Indian Stamp Act, 1899, only for the burden of duty, and say 'in the absence of a contrary agreement'.
In dispute clauses, avoid an absolute bar on courts. Refer to Section 28 of the Contract Act and use arbitration if you need to keep disputes out of court.

Practice questions from Drafting of Agreements, Deeds and Documents

Structure and Parts of a Deed or Agreement: frequently asked questions

What is the difference between a deed and an agreement?

A deed is a formally executed document, used for transfers, mortgages, gifts and similar acts. An agreement is a set of promises that is enforceable if the Contract Act conditions are met. Both follow a similar structure in practice.

What is a recital in a deed?

A recital is the opening part, usually starting with 'WHEREAS', that gives the background: the parties' positions, how title arose and why they are contracting. It explains but does not create obligations.

What is the operative part of a deed?

It is the part that creates the legal effect. It contains the grant or promise, consideration, covenants, conditions and remedies, and starts with words like 'NOW THIS DEED WITNESSETH'.

What is the testimonium?

It is the closing clause stating that the parties have signed the document on the date mentioned at the start, usually beginning 'IN WITNESS WHEREOF'. It leads into the signatures and attestation.

Who pays stamp duty on a deed?

In the absence of an agreement to the contrary, Section 29 of the Indian Stamp Act, 1899 fixes it by instrument type. For a conveyance, the grantee pays; for a lease, the lessee. Some states amend this, so draft a clause that states it clearly.