Contracts and Deeds: Land and Buildings

A practice note on section 49 of the Law of Property Act 1925, in particular, the use of section 49(2) in connection with the recovery of the deposit paid by the buyer to the seller and dealing with disputes about the amount of completion monies due. 

A practice note explaining the general boundaries rule, and the rules for fixing boundaries under the Land Registration Act 1925 and the Land Registration Act 2002. The note also sets out the more commonly used boundary presumptions relating to roadways, hedges and ditches, non-tidal rivers and streams, tidal rivers and streams, lakes and the sea-shore.

This note addresses the issues to consider in creating an anti-corruption policy with particular emphasis on the Bribery Act 2010, the new offence of failing to prevent bribery under section 7 of that Act and the adequate procedures defence to that offence.

This note explains the purpose of a statement of ethics (or anti-corruption statement) and how it might best be used in the context of the Bribery Act 2010, particularly in relation to implementing adequate procedures to prevent bribery and demonstrating a top level commitment to doing so. This note accompanies Standard document, Bribery Act 2010: sample statement of ethics.

A practice note on the issues to consider when serving a notice to complete under a sale contract that incorporates the Standard Commercial Property Conditions (Second Edition).

To be enforceable a contract with an organisation must be made by a person with authority. This note looks at the mixture of common law and statutory provisions that determine whether a person has authority.

An outline of the use of conditions precedent in contracts.

An outline of the ways in which a party to an agreement may discharge the contract.

An outline of express and implied terms in contracts.

A note outlining the rules governing the doctrine of frustration.

A note outlining the rules that may make a contract void or unenforceable, on grounds such as illegality or public policy, or voidable for duress or undue influence.

An outline of the way in which contractual rights and obligations may be transferred to third parties by means of novation.

A practice note explaining when and how the court will rectify a document or use construction to correct a mistake and reflect the terms agreed.

An overview of the ways in which contractual rights and obligations may be transferred to third parties.

A note on waiver, including waiver, release or variation by contract or deed, waiver by estoppel and waiver by election.

A summary of transactional issues that may be relevant to a declaration of trust for jointly owned property.

This practice note outlines the requirements for enduring powers of attorney (EPAs). Since 1 October 2007, it has not been possible to create new EPAs but EPAs created before 1 October 2007 continue to be valid. Lasting powers of attorney (LPAs) replaced EPAs from 1 October 2007. For more information on LPAs, see Practice note, Lasting powers of attorney.

A note on the various methods of exchanging contracts for the sale of land and the times at which the contract becomes legally binding.

Overview of the key legal requirements relating to the execution of deeds and documents under the laws of England and Wales. It reflects the law on execution from 1 October 2009. For details of the law governing execution of deeds and documents before 1 October 2009, see Practice note, Execution of deeds and documents: pre-1 October 2009.

A note outlining the changes to the law on execution of documents by companies under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. For detailed information and sample execution clauses, see Practice note, Execution of deeds and documents. Part 4 (A company's capacity and related matters) of the 2006 Act is effective from 1 October 2009, with the exception of section 44 which came into force on 6 April 2008.

A Practice note on the formalities that apply to land transactions involving charities, in particular the restrictions on disposals imposed by Part 7 of the Charities Act 2011.

Use of this document is free, subject to the Conditions set out below. This document is part of the Commercial Property Standard Enquiries (CPSE) suite of documents, prepared by members of the London Property Support Lawyers Group and endorsed by the British Property Federation. If you have any comments, please e-mail: cpse@practicallaw.com. For details of changes made between this document and its previous version, see Legal update, CPSE amended to take into account CRC issues.  For the PDF version of this document click here.

A well drafted contract will have a governing law clause which determines the substantive law that will be applied to work out the rights and obligations of the parties to the contract. Generally, the English courts will uphold an express choice of law as a valid choice. However, while an express choice of law in relation to contractual obligations cannot be overturned, significant challenges can be made to it under the Rome Convention or the Rome I Regulation, which can have the effect of modifying the applicable law. This note looks at the three situations in which the express choice of law in respect of contractual obligations can be modified under the Rome Convention or the Rome I Regulation under English law. This note does not consider the effectiveness of a governing law clause covering non-contractual obligations, and the challenges that may be made to such a clause. For a detailed discussion of the issues which arise in that context, see Practice note, Rome II: an outline of the key provisions.

A practice note with guidance on the form of transfers, mortgages and leases of charity land vested in the Official Custodian for Charities.

This Practice note discusses the differences between a lease, licence and tenancy at will in the context of business premises. It concentrates on when to use which arrangement, particularly in the context of short term occupational arrangements.

A note on whether a party can pursue, or be pursued, under the terms of a contract or an agreement for lease following completion.

This practice note considers practical implications of limitation periods and offers tips on how to avoid statute-barred claims.

Guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A practice note giving a brief outline of various methods that can be used to secure overage payments, which allow a seller is to share in any increase in value in a property that is realised after the property has been sold.

A note on what perpetuity rules apply to deeds of easement that complete after 6 April 2010 made pursuant to a pre 6 April 2010 contract.

A practice note on pre-emption agreements, considering how pre-emption agreements are structured and taxed, and whether a right of pre-emption creates an interest in land and the implications for: Complying with section 2 of the Law of Property (Miscellaneous Provisions) Act 1989. Protecting a right of pre-emption prior to an offer notice being made and accepted. Insuring the property during the pre-emption period.

A practice note on the issues to consider when drafting and negotiating clauses in freehold or leasehold property sale contracts that deal with completion.

This practice note looks at the issues to consider when drafting or negotiating a clause in a freehold or leasehold commercial property sale contract dealing with rent arrears under occupational leases.

This practice note looks at the issues to consider when drafting or negotiating a clause in a property sale contract dealing with service contracts.

A practice note on the issues to consider when drafting and negotiating deposit clauses in sale contracts.

This practice note looks at the issues that need to be considered when drafting or negotiating a clause in a property sale contract dealing with the management of occupational leases.

A practice note on the issues to consider when drafting and negotiating notice provisions in property sale contracts.

This practice note looks at the issues that need to be considered when drafting or negotiating a clause in a property sale contract dealing with outstanding rent reviews under occupational leases.

This practice note looks at the issues that need to be considered when drafting or negotiating a clause in a property sale contract requiring the buyer to help the seller achieve a release from liability under its landlord covenants. This provision will be relevant only where the property is being sold subject to an occupational lease that is a "new" tenancy under the Landlord and Tenant (Covenants) Act 1995. 

A practice note on the issues to consider when drafting and negotiating VAT clauses in contracts for the sale of land, including provisions for the sale of land as a transfer of a going concern (TOGC).

An overview of the issues to consider when serving a notice to complete under a sale contract that incorporates the Standard Conditions of Sale (Fifth Edition). This note also indicates where the differences arise for notices to complete served under contracts that incorporate the fourth edition of the Standard Conditions of Sale.

The Royal Institution of Chartered Surveyors (RICS) has published an information paper on the need to improve the contractual regime for supply of service charge information from seller to buyer. This may result in changes to standard form contracts and enquiries before contract.

Condition 10 of the Standard Commercial Property Conditions (Second Edition) (SCPC) covers leasehold property, in particular existing leases, new leases and consents (but not sales of property subject to occupational leases).

Condition 12 of the Standard Commercial Property Conditions (Second Edition) (SCPC) deals with chattels.

Condition 2 of the Standard Commercial Property Conditions (Second Edition) (SCPC) relates to the formation of the contract. It covers: The method of exchange and the date that the contract becomes legally binding. Payment of the deposit. Sales by auction. 

Condition 4 of the Standard Commercial Property Conditions (Second Edition) (SCPC) covers a number of general issues relating to leases and the management of leases subject to which the property is sold (that is, occupational leases rather than the lease under which the seller holds the property).

Condition 6 of the Standard Commercial Property Conditions (Second Edition) (SCPC) deals with establishing title, requisitions on title, the timetable for the period between exchange of contracts and completion, the definition of the property, rents and rentcharges and the transfer document.  

Condition 8 of the Standard Commercial Property Conditions (Second Edition) (SCPC) covers various issues arising in connection with completion: When and where completion takes place. Apportionments, what and how money is paid on completion. Title deeds. Rent receipts. Notices to complete.

A practice note on Condition A of the Standard Commercial Property Conditions (Second Edition) (SCPC).

Condition C of the Standard Commercial Property Conditions (Second Edition) (SCPC) applies only if expressly incorporated in the contract. Condition C contains provisions which may be relevant if the seller is selling a reversionary interest in a building which contains flats that are held by tenants who qualify for the right of first refusal under the Landlord and Tenant Act 1987.

Condition 1 of the Standard Conditions of Sale (Fifth Edition) (SCS) covers: Definitions. Joint parties. Notices and documents. VAT. Assignment. Third party rights.

Condition 2 of the Standard Conditions of Sale (Fifth Edition) (SCS) covers: Date. Deposit. Auctions.

Condition 3 of the Standard Conditions of Sale (Fourth Edition) (SCS) covers: Freedom from incumbrances. Physical state. Leases affecting the property. Retained land. NOTE: Following the publication of the Fifth Edition of the Standard Conditions of Sale, this practice note is no longer maintained. For a list of and links to a full set of practice notes on the Fifth Edition, see Practice note, The Standard Conditions of Sale.

Condition 4 of the Standard Conditions of Sale (Fifth Edition) (SCS) covers: Proof of title. Requisitions. Timetable. Defining the property. Rents and rentcharges. Transfer. Membership of a company.

Condition 5 of the Standard Conditions of Sale (Fourth Edition) (SCS) covers: Responsibility for property between exchange and completion. Occupation of the property by the buyer between exchange and completion NOTE: Following the publication of the Fifth Edition of the Standard Conditions of Sale, this practice note is no longer maintained. For a list of and links to a full set of practice notes on the Fifth Edition, see Practice note, The Standard Conditions of Sale.

Condition 6 of the Standard Conditions of Sale (Fifth Edition) (SCS) covers: Date. Arrangements and place. Apportionments. Amount payable. Title deeds. Rent receipts. Means of payment. Notice to complete.

Condition 7 of the Standard Conditions of Sale (Fifth Edition) (SCS) covers: Errors and omissions. Late completion. After completion. Buyer's failure to comply with notice to complete. Seller's failure to comply with notice to complete.

Condition 8 of the Standard Conditions of Sale (Fourth Edition) (SCS) covers: Existing leases. New leases. Consent. NOTE: Following the publication of the Fifth Edition of the Standard Conditions of Sale, this practice note is no longer maintained. For a list of and links to a full set of practice notes on the Fifth Edition, see Practice note, The Standard Conditions of Sale.

Condition 9 of the Standard Conditions of Sale (Fourth Edition) (SCS) applies where the property being sold is commonhold land or includes commonhold land. There are two operative provisions: SCS 9.3 deals with the commonhold documents and provides that if the seller provides the buyer with copies of the documents before the buyer enters into the contract, the buyer will be taken to have knowledge of the documents and to have accepted their terms. SCS 9.4 applies where the sale is of part only or includes a part of a commonhold unit. In this situation, the consent of the commonhold association is required. SCS 9.4 deals with the process for obtaining the consent and recission rights if consent cannot be obtained. NOTE: Following the publication of the Fifth Edition of the Standard Conditions of Sale, this practice note is no longer maintained. For a list of and links to a full set of practice notes on the Fifth Edition, see Practice note, The Standard Conditions of Sale.

A note on the issues to consider when selling or purchasing land that is subject either to first registration or registration in the seller's name at the Land Registry.

A note on the current fee payable for administering a statutory declaration.

An overview of the Standard Commercial Property Conditions (SCPC). This note contains links to the following collections of practice notes: A collection of practice notes on the Second Edition of the SCPC. A collection of practice notes on the First Edition of the SCPC, which have more historical value. Please note: no online version of the SCPC is available from PLC Property. The SCPC are published in hard copy by OyezStraker, Oyez House, 7 Spa Road, London SE16 3QQ, T: 020 7232 1000. The SCPC are also printed in the Law Society's Conveyancing Handbook. Unfortunately, PLC Property is not authorised to provide access to an online version.  OyezStraker do not supply previous editions, but the first edition can be obtained from the Law Society Library, telephone 0870 606 251.

Each member of an LLP is an agent for that LLP and can bind that LLP, except in limited circumstances. The Limited Liability Partnerships Act 2000 gives protection to third parties dealing with members of an LLP.

A brief overview of when to provide an indemnity covenant in a transfer of freehold or leasehold property.

A summary of the special conditions and other information set out in the printed form of the Standard Conditions of Sale (Fourth Edition). No online version of the Standard Conditions of Sale (SCS) is available from PLC Property. The SCS are published by OyezStraker, Oyez House, 7 Spa Road, London SE16 3QQ, telephone 0845 0175517. The SCS are also printed in the Law Society's Conveyancing Handbook. Unfortunately, PLC Property is not authorised to provide access to an online version. NOTE: Following the publication of the Fifth Edition of the Standard Conditions of Sale, this practice note is no longer maintained. For a list of and links to a full set of practice notes on the Fifth Edition, see Practice note, The Standard Conditions of Sale.

A note about the law relating to variation of guaranteed obligations. It examines the extent to which an underlying contract, which is the subject of a guarantee, can be amended or varied without that variation of contract discharging the guarantee and releasing the guarantor from its liability.