Procedures Assignment of a Lease Flashcards
What are the stages of ASSIGNING a Lease?
(1) PRE-CONTRACT - (a)-(d)
(2) EXCHANGE
(3) PRE-COMPLETION - (a)-(c)
(4) COMPLETION
(5) POST-COMPLETION (a)-(b)
(1) PRE-CONTRACT
(a) Apply L’s CONSENT (to Assign)
(b) Deduction / Investigation of Title
(c) Pre-contract searches / Enquiries
(d) Draft CONTRACT
(2) EXCHANGE
(3) PRE-COMPLETION
(a) Pre-completion Searches
(b) Prepare TR1 / DEED OF ASSIGNMENT
(c) Prepare ‘LICENCE TO ASSIGN’
(4) COMPLETION
(5) POST-COMPLETION
(a) REGISTER ASSIGNMENT
(b) SDLT / LTT
What are the stages of ASSIGNING a Lease?
(1) PRE-CONTRACT - (a)-(d)
(2) EXCHANGE
(3) PRE-COMPLETION - (a)-(c)
(4) COMPLETION
(5) POST-COMPLETION (a)-(b)
(1) PRE-CONTRACT
(a) Apply L’s CONSENT (to Assign)
(b) Deduction / Investigation of Title
(c) Pre-contract searches / Enquiries
(d) Draft CONTRACT
(2) EXCHANGE
(3) PRE-COMPLETION
(a) Pre-completion Searches
(b) Prepare TR1 / DEED OF ASSIGNMENT
(c) Prepare ‘LICENCE TO ASSIGN’
(4) COMPLETION
(5) POST-COMPLETION
(a) REGISTER ASSIGNMENT
(b) SDLT / LTT
What is the ‘Assignment’ of a Lease?
Transfer REMAINING TERM of a Lease from Current Tenant to a New Tenant (assignee)
When ‘Assigning’ a Lease:
(1) What is the General Rule on whether the terms of the lease can be changed?
(2) What is the exception to this?
(1) A CANNOT Change Terms
(2) Unless L agrees + enters ‘Deed of Variation’
(1) PRE-CONTRACT
When DEDUCING & INVESTIGATING Title, what 2 titles should be done?
(1) Leasehold Title +
(2) Freehold Title
(1) PRE-CONTRACT
When DEDUCING & INVESTIGATING Title, is it best practice this is done on both (1) Leasehold Title and (2) Freehold Title.
How will this be done for:
(1) Leasehold Title
(a) Registered
(b) Unregistered
(2) Freehold Title
(a) Registered
(b) Unregistered
(1)
(a) Official Copies (of lease)
(b) Lease
(2)
(a) Official Copies (of freehold)
(b) Epitome / root of Title
(3) PRE-COMPLETION
(1) What is the purpose of a ‘Licence To Assign?
(2) What are the 3 Parties to it?
(3) Who is it drafted by?
(1) Record L’s consent for ‘Assignment’
(2)
(a) Landlord
(b) Tenant (Assignor)
(c) Assignee
(3) L’s Solicitor
(3) PRE-COMPLETION
What are the 3 likely key provisions of a ‘Licence To Assign’
(1) Details ….
(2)
(i) New Lease (1 Jan 1996)
(ii) Old Lease (pre 1 Jan 1996)
(3) Covenant to….
(1) Details CONSENT
(2)
(i) New lease - AGA (between T and L)
(ii) Old lease - DIRECT COVENANT to observe covenants in lease (from A to L)
(3) Covenant Pay L’s LEGAL & PROFESSIONAL COSTS (A to L)
(3) PRE-COMPLETION
What are the 3 likely key provisions of a ‘Licence to Assign’
(1) Details ….
(2)
(i) New Lease (1 Jan 1996)
(ii) Old Lease (pre 1 Jan 1996)
(3) Covenant to….
(1) Details CONSENT
(2)
(i) New lease - AGA (between T and L)
(ii) Old lease - DIRECT COVENANT to observe covenants in lease (from A to L)
(3) Covenant Pay L’s LEGAL & PROFESSIONAL COSTS (A to L)
(3) PRE-COMPLETION
In a ‘Licence to Assign’ what is likely to be a condition of CONSENT for the Landlord to grant the ‘Assignment’ in a
(1) New Lease
(2) Old Lease
(1) New lease - AGA (between T and L)
(2) Old lease - DIRECT COVENANT to observe covenants in lease (from A to L)
On Assignment of a Lease, how does LIABILITY for BREACH OF COVENANTS shift from Tenant (T) to the Assignee (A) in:
(1) New Lease
(2) Old Lease
(1) AUTOMATICALLY passes from T to A on Assignment
(2) Passes from T to A ONLY for Covenants that ‘TOUCH AND CONCERN’ the land
In a Lease who are the following between:
(1) Privity of CONTRACT
(2) Privity of ESTATE
(3) Is there Privity of CONTRACT between a Landlord and an Assignee?
(1) ORIGINAL L and ORIGINAL T
(2) CURRENT L and CURRENT T
(3) NO
(1) Who is an AGA between?
(2) Sketch a diagram of an AGA?
(1) L & T
What are the 2 main features of an AGA?
(clue LIABILITY & LOSS)
(1) T retains….
(2) L can pursue
(1) T retains LIABILITY for any breaches of Covenants by A
(2) L can PURSUE T for any LOSS (caused by A’s breaches)
If an Assignee (A1) assigns the Lease again to a new Tenant (A2):
(1) What will happen to the AGA?
(2) What should the L do as a condition to Consent to the Assignment?
(1) Falls Away
(2) Make A1 enter into an AGA with L
Sketch a Diagram showing the Assignment of a NEW Lease?
Sketch a Diagram showing the Assignment of a OLD Lease?
(3) PRE-COMPLETION
As part of the ‘Licence to Assign for a NEW LEASE it is common for an AGA (given between T and L).
To protect the original Tenant (T) if the Assignee (A) breaches the lease covenants and the Landlord (L) sues the T:
(1) What should the T get the A to enter into on Assignment?
(2) In what document would this be given?
(1) INDEMNITY Covenant
(2) TR1 / Deed of Assignment
(3) PRE-COMPLETION
(1) What document is used to Assign the lease?
(2) What are the 2 types of Deeds of Assignment?
(3) Who drafts this?
(1) Deed
(2)
(a) TR1 (lease registered at LR)
(b) Deed of Assignment
(3) Assignor’s solicitor (i.e. T not A)
(3) PRE-COMPLETION
A ‘Deed of Assignment’ is used to Assign the Lease.
What form of ‘Deed of Assignment’ MUST be used for REGISTERED LEASE?
TR1
(3) PRE-COMPLETION
What Pre-Completion Searches and Against whom should be carried out by A’s solicitor for the ‘Assignment’ of a Lease in:
(1) REGISTERED Lease
(2) UNREGISTERED Lease
(1) OS1 (against T’s LEASEHOLD Title)
(2) K15 Land Charges (against T’s NAME)
(3) PRE-COMPLETION
If there is a FAILURE to Obtain CONSENT from the L to the ‘Assignment’ by the COMPLETION DATE when can EITHER Party RESCIND the Contract under:
(1) SCs
(2) SCPCs
(1) 3 Working Days BEFORE Completion Date
(2) 6 months AFTER Completion Date
(4) COMPLETION
On COMPLETION, what 2 things does A PAY to T?
(1) Balance PURCHASE PRICE
(2) Rent paid by T AFTER COMPLETION (i.e. as rent paid in advance)
(4) COMPLETION
On COMPLETION of the Assignment of a Lease, what are the 3 main documents that T provides to A?
(1) Original Lease
(2) TR1 / Deed of Assignment
(3) Licence to Assign (executed by L)
