Completion and Remedies - SGS 4 Flashcards
What is Form TA13?
Completion Information and Undertakings Form.
What steps does the Buyer’s solicitor have to carry out in preparation for completion?
1) Draft the transfer
2) Submit Form TA13
3) Obtain finance (from buyer itself or lender)
4) Submit pre-completion searches
Whose solicitor drafts the transfer?
The buyer’s after exchange of contracts. It is sent to the seller’s solicitor for approval.
SCPC 7.3.2
What form is used for a transfer of the whole of a registered title?
Form TR1
Is the use of a TA13 required?
No, firms may have their own in-house forms.
Name two pre-completion searches on registered land?
OS1 Form
Solvency search
What is the ‘priority period’?
After an OS1 search, the searcher will have a 30 working day priority period over any other applications to register an entry in the register.
The application to purchase should be made in this period.
What is a solvency search and why is it important?
Ensures that the company is solvent and is not subject to the rights of any liquidators or creditors.
What steps does the seller’s solicitor have to carry out in preparation for completion?
1) Reply to the buyer’s TA13
2) Prepare a completion statement for the buyer’s solicitor
3) Request a redemption statement from the seller’s lender (if there is one)
4) Agree the form of Transfer and arrange for the seller to execute it.
What is SCPC 7.3.1?
Requires the seller’s solicitor to reply to ‘written requisitions’ within 4 working days after receiving from the buyer’s solicitor.
Who has to execute the transfer?
The seller must always execute.
If there is new covenants or indemnities being added to the transfer, the buyer must also execute.
How is an instrument validly executes as a deed?
Signed in the presence of a witness.
Delivered as a deed.
How can a company execute?
s44(1) and (2) state a company can execute with two authorised signatories or by a director with an independent witness.
MUST SAY EXECUTED AS A DEED IN THE TR1
What four things should the buyer’s solicitor check before completion?
1) Completion information is satisfactory
2) The transfer is signed by the seller (and buyer if needed)
3) Mortgage documentation (the charge has been signed by the buyer)
4) That all necessary funds have been received from the buyer.
- Must be sent to solicitor via telegraphic transfer (bank transfer)
When the seller’s solicitor confirms the receipt of the completion monies, what must they do?
Date the TR1 form and assemble:
1) The executed and dated TR1
2) The original title and other deeds related to the property.
3) The Seller’s solicitor’s undertakings (followed by DS1)
4) Originals of planning permissions/building regs/guarantees.
5) Receipts for payment of apportionments and receipts for any chattels purchased separately.
What is a DS1 form?
Discharges the seller’s charge on the property. (Usually after the completion monies is sent so the seller can buy out their mortgage)
How does the buyer’s solicitor register the charge if the property is bought with a mortgage?
s859A CA 2006
Must be registered in 21 days beginning with the day after the date of creation of the charge.
Form MR01 - £23 fee.
What must the buyer pay after completion and by when?
Stamp duty land tax (SDLT) within 14 days of the ‘effective date’ (usually completion).
What just the buyer’s solicitor do after completion under s4 and s27 of the LRA 2002?
Register the property at the Land Registry.
What forms must be sent to the Land Registry in order to register the purchased property?
FORM AP1 - sent with copies of the following:
1) The Transfer (usually Form TR1)
2) The discharge of the seller’s charge (usually DS1)
3) The buyer’s charge (Debenture)
4) Registration certificate of the charge from Companies House.
+ a letter from solicitor confirming that the copy is a certified copy of the one registered at CH.
5) SDLT 5 acknowledgment. i’m
What is the latest time a completion can take place by and what SCPC governs this?
2pm
SCPC 9.1.2
How is compensation for delay calculated?
The contract rate above Barclays Bank base rate x The value of the property (less the deposit) / 365
(above) x the number of days of delay
When can a party rescind?
Specific contractual provision
Implication of adverse effect on the business
After service of a notice to complete
What is a notice to complete?
A notice to complete requires completion within 10 working days (excluding day of service) SCC 9.8.2
What happens if the buyer fails to comply with a notice to complete?
The seller may rescind and:
1) Keep the deposit
2) Resell the property
3) Claim damages for breach at common law.
What remedies are available at common law?
Damages - Hadley v Baxendale
Specific Performance
Misdescription - Claim under Misrepresentation Act 1967 - Derry v Peek (requires false statement made knowingly)
