commercial prop Flashcards
clause 1 - definitions
should be here and not in the main body of the text
- environmental and employment law def should be in the main body of the deed
clause 2 - price
- can be a non- telegraphic transfer
- the funds must come either direct from the lender to prevent money laundering.
- the seller can refuse to accept if not
- the funds must be in the relevant bank account an free for use by the seller on the day of completion
clause 3 - VAT
- 5 different options - sets out the stat basis for whichever option applies and the parties requirements of each in relation to reg.
TOGC = transfer of a going concern
option 1 - VAT exempt, no tax option has been made, and it does not other wise fall outside the categories
option 2 - togc relief applies sale of the prop would otherwise be exempt no option to tax has been made
option 3 - togc non-exempt
option 4 - non- exempt
option 5 - togc relief does not apply and VAT is payable
capital goods scheme
- only used if prop constitutes a TOGC, vat incurred on a prop over £250,000
- provides a mechanism for adjusting input tax over a period of years to reflect any changes in the taxable use of an item
clause 4 - entry and apportionments
- all apportionments of rent are claculated with effect from the date of completion
- assumed all rent has been paid up to date. if there are any arrears this remains the sellers responsibility to cover.
- the standard approach for apportionments is on a daily basis over a year.
- once new rent is decided any uplift can be decided between the parties
clause 5 - other payments
- can be pursued in the same way as other debts
- can’t go to the extent of sequestrating or liquidating the other tennants
- the purchaser should co-operate with any of the sellers attempts to cover the arrears
clause 5.2 service charge
- where the prop is subject to a number of leases and contains common parts, which each of the tennants is entitled to use
- the procedure will be for the seller to produce an interim recon of the service charge for the year
- the seller will be responsible prior to completion or the service charge of any unlet space int the prop.
clause 5.3 - rent deposits
- the seller should make prov for the trasnfer of these sums at completion.
- the purchaser will need to set up deposit account.
- they need to be assigned to the prchaser
clause 5.4 outstanding rent reviews
- rent apportioned on an interim basis at the passing rent.
- if not upwards then will need to take into account of the poss that a shortfall in rent might need to be paid.
clause 6 - disclosed documents
once documents have been examined by the purchaser they become dislcosed.
they are to be listed in the first part of the schedule
the purchaser has an agreed period in which to examine all of the titles
the purchaser is deemed to have accepted all disclosed materials, and satisfied themselves on all matters disclosed
clause 7 - docuemnts to be disclosed
- exhibited to the purchaser as soon as possible after the missives have been concluded
- 60 day expiry for pecs is reaosnable
- the number of days for the purchaser to satisfy themselves depends on the complexity of the title
clause 8 - title
- if the seller cannot confirm that they have owned and possed the proprty for atleast a year, they then need to own the prop for up to a year for the protection to apply
- the seller is required to confirm that they do not know of anything that will effect the title of the prop
clause 8.6 - occupancy rights
- there may be cases where you need to include a declaration for the matrimonial homes
clause 8.7 - advance notices
- the advance notice must be in the terms that have been adjusted and approved ith the purchasers solicitor.
clause 8.8 - land register requirments
- this clause provides for the updating or creation of a title sheet in the land register
invalid registration will be rejected under the keepers one shot rule
