Pre-completion Flashcards
who drafts the transfer deed?
drafted by buyer solicitor / approved by seller solicitor / engrossed and sent to parties for execution
what is the standard form of the transfer deed from the Land Registry? (3 types)
- TR1 for most transactions - registered/unregistered
- TP1 = transfer of part of registered title
- TR5 = transfer of portfolio of titles
when is the transfer deed dated?
date is left blank until completion
what is inserted in the ‘additional provisions’ panel of the TR1? (2)
- indemnity covenant given by buyer to seller = The Transferee covenants with the Transferor to observe and perform the covenants referred to in entry number 1 of the charges register maintained by the Land Registry as at [date] and to indemnify the Transferor against any future liability for their breach or non-performance.
- appointing a second trustee for overreaching = For the purpose of giving a valid receipt for the purchase price [name of surviving TIC] (current trustee) in exercise of the power under section 36(1) Trustee Act 1925 appoints [name of trustee] to be a trustee of the property with the current trustee in place of [name of deceased TIC] who died on [date].
who executes transfer deed?
seller must always execute TR1
buyer must execute TR1 only if:
- there is more than one buyer (trust of land is created)
- a trust of land is being created (buyer holding land on trust for someone else)
- buyer providing indemnity covenant
- buyer is providing new covenants or easements over the property
how does an individual execute the transfer deed?
signs in presence of a witness who also signs, names, and dates
‘Signed as a deed by
[name of individual]
In the presence of
[signature of witness]
[name of witness]
[address of witness]’
how does a company execute the transfer deed?
check articles - options under statute:
- company seal + 2 directors sign
- company seal + 1 director and secretary sign
- no company seal + 2 directors sign
- no company seal + 1 director and secretary sign
- 1 director sign + independent witness
- senior employee authorised under power of attorney signs
‘Executed as a deed by [name of company] acting by two directors / a director and its secretary
Signature of Director:
Signature of Director / Secretary:’
‘Executed as a deed by [name of company] acting by a director
Signature of Director:
In the presence of
[signature of witness]
[name of witness]
[address of witness]’
‘Executed as a deed by affixing the company seal of [name of company] in the presence of:
Signature of Director:
Signature of Director / Secretary:’
what are the 4 pre-completion searches?
- registered land - OS1/OS2 search in land registry = priority period 30 working days
- unregistered land - K15 search at land charges register = priority period 15 working days
- solvency searches = priority period 15 working days
- company search
what is the purpose of pre-completion searches?
- to see if anything has changed in official copies / registers before completion since the last time the buyer’s solicitor checked
- the seller has an obligation under SCS/SCPC to disclose such changes and if they do not then the buyer can claim against them for breach of contract or misrepresentation after completion
- But it is better to carry out pre-completion searches itself rather than to rely on the ability to sue afterwards because it will require time and money to remedy the matter after completion, require correspondence with the seller who may not be responsive, and may even need litigation which is onerous on the buyer and they may not be fully compensated
- Also, it is professional negligence for the buyer’s solicitor not to conduct pre-completion searches
- priority period is conferred by lodging the searches which protects the buyer’s interest against anyone else who registers an interest during the priority period
registered land - what is the pre-completion search and priority period?
- OS1 for whole/OS2 for part at land registry
- confers priority period of 30 working days - CANNOT BE EXTENDED!
- priority period runs from the day the solicitor lodges the search
- if transfer is registered within priority period, transfer takes priority over other applications lodged before the transfer
- also: search updates the official copies and Land Registry sends buyer solicitor new copy if anything has changed from the date the buyer solicitor provides
unregistered land - what is the pre-completion search and priority period?
- Form K15 at land charges registry
- confers priority period of 15 working days
- if transfer AND the land are registered within priority period, transfer takes priority over other applications lodged before the transfer
- priority period starts from the day the solicitor lodges the search
- search is carried out against all owners in the chain of title - but unnecessary to update registry re previous owners
can buyer sue seller if seller does not disclose adverse issues after exchange but before completion?
- The SCS/SCPC require the seller to disclose adverse issues that may have resulted in changes to the official copies originally provided,
- If they do not, the buyer can claim for breach of contract or misrepresentation after completion allowing it to claim damages or rescission.
- But it is better to not rely on this and carry out the searches before completion
solvency searches (on buyer/seller): who carries them out, what is the priority period?
- if acting for lender = solicitor carries bankruptcy search to protect lender (Form K16)
- solvency search confers priority period of 15 working days
- done for both registered/unregistered land , and whether buyer is individual/company
- note = if seller becomes insolvent, the contract remains binding on the trustee in bankruptcy and on completion the buyer should take a transfer of the property from the trustee
company searches: who carries them out, why, and what is the priority period?
- if buyer is company = lender wants a company search carried out against buyer
- if seller is company = buyer wants company search carried out against seller
- purpose = to see there is no pending insolvency or floating charge crystallisation
- NO priority period conferred
what is a requisition on title? who carries it out and why?
buyer solicitor sends to seller solicitor to ask some info required to complete + seller undertaking to redeem mortgages
