Legal Drafting - PP Flashcards
Indemnity covenant wording
“The Transferee covenants with the Transferor to observe and perform the covenants contained or referred to in entry no 3 of the charges registered of title number XXXXX and to indemnify the Transferor against any liability for any future breach or non-observance of those covenants”
Affixing company seal execution clause
Executed as a deed by affixing the common seal of (insert name of company) in the presence of:
Signature of director
Signature of [director][secretary]
Execution clause - director + CS / two directors
Executed as a deed by (insert name of company) acting by [a director and its secretary] / [two directors]
Signature
Signature
Execution clause - single director + witness
Executed as a deed by (insert name of company) acting by a director
In the presence of
Signature of witness
Name (in BLOCK CAPITALS)
Address
Jervis v Harris clause
“If the Tenant does not start to rectify any breach of obligation notified to it within one month of service of the Landlord’s notice, or sooner if needed, or does not complete the rectification within two months of service of the Landlord’s notice, or sooner if practicable, the Landlord may enter the Property with all necessary workmen and equipment to rectify the breach concerned and the Tenant shall pay to the Landlord on demand as a debt the costs and expenses of doing so, including legal and surveyor’s fees, together with interest at the Interest Rate from the date of expenditure by the Landlord to the date of repayment.”
Assignment - absolute covenant
“Not to assign part of this lease or underlet, charge or part with possession of part only of the Property.”
Assignment - qualified covenant
“Not to assign the whole of this lease, or underlet or part with possession of the whole of the Property.”
Assignment - fully qualified covenant
“Not to assign the whole of this lease, or underlet or part with possession of the whole of the Property, without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed.”
Example repair clause
“The Landlord shall be responsible for maintaining the structural integrity of the property, including repairs to the roof, foundation, and major utilities. The Tenant shall be responsible for routine maintenance and repairs resulting from their negligence or misuse of the property.”
Planning law clause example
“The tenant shall obtain all planning permissions and other consents required for the carrying out of any operations on the Property or any use of them which may constitute development within the meaning of the Planning Acts or which may be governed by any Environmental Legislation but no application for Planning Permission or any other consent is to be made without the Landlord’s consent, such consent not to be unreasonably withheld in respect of any application for permission or consent in respect of anything for which consent has already been given by the Landlord under any other provision of this Lease.”
DR clause example
Dispute Resolution “In the event of any dispute arising out of or in connection with this lease, the parties agree to first attempt to resolve the dispute amicably through mediation. If mediation is unsuccessful, the dispute shall be referred to arbitration in accordance with the prevailing arbitration laws of [jurisdiction].”
Licence to assign - example of two assignee covenants
- Direct covenant with landlord to observe and perform the covenants in the lease “throughout the Term, until released by virtue of the LT(C)(A) 1995 or other enactment”
- To notify the Landlord when the assignment is complete (this might be phrased as “registering” the assignment with the Landlord)
Licence to assign - two examples of tenant covenants
- Not to allow the Assignee to occupy the property until the assignment has been completed
- Pay LL’s costs
Licence to underlet - example of sub-T covenant
Observe and perform covenants in underlease
Licence to underlet - 3 examples of tenant covenants
- NOT to grant the Sublease until the Sub-Tenant has contracted out of the protection provided by the LTA 1954
- NOT to allow the Sub-Tenant to take up possession until the Sublease is complete
- Pay LL’s costs
Licence to alter - 4 examples of tenant covenants
- Carry out “the Works”
- Obtain all necessary consents / permits e.g. PP
- Reinstate property at the end of the Term
- Pay LL’s costs
Licence to change use - 3 examples of tenant covenants
- Obtain all necessary consents / permits (e.g. PP)
- Pay LL’s costs
- Pay any increase in insurance premium resulting from change of use
How to refer to specified incumbrances in contract
“The Property is sold subject to the matter set out in entry 1 of the Charges Register of title number [xxxxxxx]”
Example of defects in title and how it can be solved
= any proof that title is missing e.g. missing Conveyance
Can include a Faruqi v English clause:
* “The seller has no no knowledge of the whereabouts of the Conveyance dated [xxxxxxxx] referred to in the Charges Register of title number [xxxxxxxx] or the matters contained in or referred to in that document and the Buyer shall purchase the Property with full knowledge of this and shall raise no requisition on this”
6 key points to remember when drafting a special condition
- Who is to perform the obligation?
- What is the obligation?
- When is the obligation to be performed?
- Where is the obligation to be performed?
- To whom is the obligation to be performed?
- What if – what are the consequences of a failure to perform the obligation
What else needs to be added to transferor panel re deceased co-owner
Joint tenants -> nothing (can sell alone)
Tenants in common -> must add second trustee to allow overreaching
Execution clause for individual signing contract
Signed by ALAN JONES) (Alan Jones signs here) in the presence of: )
(Witness signs here)
Typical lease structure
- parties
- definitions
- the grant of the term by Landlord to Tenant
- Tenant’s covenants
- Landlord’s covenants
- provisos, e.g. the Landlord’s power to forfeit the lease
Covenant for title wording
“the covenants set out in s 4 LPMPA 1994 will not extend to any breach of T’s covenants in the lease relating to the physical state of the property”
