Conveyance on Sale of Property by the Executor

This deed of sale made this…..day of……2000 between AB, son of, etc., as executor to the estate of XY (hereinafter called the vendor) which expression shall, where the subject or context allows or admits to be deemed to include person or persons being representing the said estate and all beneficiaries from time to time of the one part and EF Ltd., a public limited company whose registered office is at etc. (hereinafter called the purchaser) of the other part.
             Whereas the said XY, late of, etc., died on the……….day of………..leaving a will dated, etc., whereby and whereunder he appointed the vendor to he the executor and trustee thereof, And whereas the said will was duly proved before the District Judge of………..in Probate Case No……..of………….and probate thereof was granted to the said AB on the…………..day of………and whereas the said grant is still in fall force and virtue And whereas by virtue of the grant of the probate the estate of the deceased was vested in the said AB for the purpose of representation and administration and whereas the said AB has paid all funeral and testamentary expenses and filed the inventory and account in the court and whereas and in order to complete administration of the estate it is now necessary to sell some portion of the estate for payment of certain debts and discharge of the legacies provided for in the will, specified in Schedule A hereunder written there having been no funds to the credit of the estate or any other available resources, the said AB has agreed with the said EF Ltd. to sell the property fully mentioned and described in Schedule B below at and for the price of Rs……..the same being the highest offer received so far according to present conditions of the market, and whereas the intended sale is in due course of administration and for the benefit of the estate. Now this Deed of Sale witnesses that in pursuance of the said agreement and in consideration of the sum of Rupees…….now paid by the purchasers to the vendor (the receipt of which sum the vendor do hereby acknowledge), the said AB as executor to the estate of the said XY doth hereby grant, convey, sell, transfer, assign and assure (description of the property) unto and to the use of the said EF Ltd. to have and to hold the same absolutely and forever.
And this Indenture further witnesses that the said CD do hereby join with the said AB and ratify and confirm these presents for enabling the said AB to grant, convey, sell, transfer, assign and assure unto and to the use of the said EF Ltd. the said property in the manner hereinbefore indicated.
And the Deed of Sale further witnesses that the said AB doth hereby covenant with the said EF Ltd- that the said property is free from all encumbrances and attachments and further that the said AB has not at any time done, executed or performed or suffered to the contrary or been party or privy to any act, deed or thing whereby or by reason or means whereof the said property is or may be impeached, charged, encumbered or affected or whereby the said AB be prevented from transferring or conveying the said property in the manner aforesaid and furthermore that the said AB has not at any time heretofore assented to the vesting of the said property nor given nor made any conveyance or conveyances thereof in favour of any person or persons whomsoever.
In witness, etc.,
                   A
Schedule of the debts and legacies AB
                   B
Schedule of the property sold Signed, CD
sealed and delivered
Note: It is prudent to have the deed attested by the adult coparceners with the endorsement as follows: "I attest this document with full knowledge of its contents".
Note: Section 307 of the Indian Succession Act
An executor has power to sell any property of the deceased which vests in him under sec. 211 of the Act. He has no beneficial interest in the estate. So it is prudent to make the beneficiaries parties to the deed of sale.
Power of executor- The executors are vested with large powers as extensive as those enjoyed by executor in England before 1926.3 The principle why executors are vested with such large powers was stated by Lord Thurlow in Scott v Tyler4: "IT is of great consequence that no rules should be laid down here which may impede executors in their administration or render their disposition of the testator's effects unsafe or uncertain to the purchaser, his title is complete by sale and delivery what becomes of the price is of no concern to them."
The alienee from an executor who is acting as such has a right to infer that the latter is acting fairly. The fact that the alienation does not purport to be made for administrative purposes does not affect his title. The alienee is not bound to see to the application of the money. The immunity is however lost when the alienee has notice, actual or constructive, of the title of other persons and of the fact that the executor is acting in breach of trust, or the alienation is made for purposes which the executor has no power to do in the course of the administration.5 This section does not mean that an executor must be clothed with a probate of the will before he can dispose of any property of the testator. The title of the executor is derived from the will and not from the probate the definition of "executor" in s. 2(c) does not suggest that probate is any part of his title. Consequently it is impossible to hold that unless probate is obtained the executor has no power of disposal at all. An alienation made by an executor before the grant of probate is validated if the probate is subsequently granted.7