In conveyancing, the contract, or agreement for sale, usually prepared by the seller’s lawyers, is the legal agreement between the buyer and seller for the purchase/sale of the property. It contains the terms of the conveyancing transaction, such as the sale price, the date for completion, the amount of deposit paid etc. as well as any conditions to which the sale is subject. It is a legal document and once exchange of contracts take place it is this agreement that it is legal binding on all parties.
There is no one standard Contract for sale in conveyancing. Every firm of Conveyancing Solicitors has its own standard agreement. The contract is prepared in a draft format and goes back and forward between the conveyancing lawyers until it reaches it’s final formal. The draft set out below is a standard agreement for Fridaysmove but our agreement is constantly updated and changes in light of recent case law and new legislation. This document should not be used by a member of the public without taking specific legal advice form a conveyancing specialist.
AGREEMENT FOR SALE
Property: All those leasehold premises known as more particularly described in a lease dated and made between as registered at H M Land Registry
Encumbrances on register: All those matters mentioned in the property and charges
The Property: the exception of any financial matters
Fixtures and Fittings:
Contract Rate: Four percent above the Law Society's Rate of Interest in force from time to time
Title Guarantee: Title Guarantee
This Agreement is made the date and year first before written between the parties before specified whereby IT IS AGREED as follows:
1. The Seller will sell and the Buyer will buy the Property for the Purchase Price.
(a) This Agreement shall be deemed to include the Standard Conditions of Sale (Fourth Edition) (hereinafter called “the Standard Conditions”) so far as the same are applicable to a sale by private treaty and are not varied by or inconsistent with the conditions contained in the Agreement which conditions shall prevail in case of conflict.
(b) Terms used or defined in this Agreement have the same meaning when used in the Standard Conditions.
3. The Property is sold subject to any Charge Notice Order Restriction Agreement or
other matters arising under the Planning Acts.
4. (a) Standard conditions 1. 1. 1(e), 1. 3. 3(b), 1. 3. 5(c), 1. 3. 6, 1. 3. 7(e) and 1. 5 shall be deleted.
(b) Standard Condition 6. 5. 1 shall be amended to include the words "including
payment of all monies due under the contract" after the words "on completion".
5. The property is sold [with vacant possession on completion] [subject to the following tenancies:].
6. Subject to the Terms of this Agreement and the Standard Conditions of Sale the Seller is to Transfer the Property with the title guarantee specified on the front page.
7. The Buyer hereby admits that he has inspected the Property and has entered into this Agreement solely on the basis of his inspection and the terms hereof, and not in reliance upon any representation whether written oral or implied made by or on behalf of the Seller save for those made in writing by the Sellers conveyancers in response to replies given to enquiries before contract by the Buyers conveyancers. This Clause shall not merge on completion of this Agreement.
8. A Deposit of ten percent of the Purchase Price has been or shall be on the signing hereof paid to the Sellers conveyancers as Stakeholders. The deposit shall be paid by way of bankers draft, building society cheque or conveyancers’ client account cheque.
9. If the Deposit actually paid on exchange of Contracts by the Buyer shall be less than ten percent of the Purchase Price then notwithstanding payment of a lesser amount by way of Deposit the balance of the ten percent of the Purchase Price shall at all times remain due to the Seller and in the event of rescission or failure to complete through no fault of the Seller such balance shall immediately become payable to the Seller by the Buyer as a contractual debt but without prejudice to any other rights or remedies which may have accrued to the Seller under this Agreement.
10. In this Agreement where the context so admits words importing the singular number only include the plural number and vice versa and obligations undertaken by two or more persons are joint and several obligations.
11. If completion is not effected on the completion date for any reason other than the default of the Seller then the Buyer shall be liable to pay in addition to compensation in accordance with Standard Condition 7. 3 and entirely without prejudice to any other rights or remedies available to the Seller the costs of preparing and serving any Notice to Complete the costs of recalculating any Completion Statement and all other incidental expenses such costs to be not less than £100. 00 plus VAT.
12. The chattels on the Property are set out on any attached list are included in the sale.
13. Where this Agreement provides that the Seller shall sell with full title guarantee then the Buyer agrees that:
13. 1 The Transferees (jointly and severally) covenant to indemnify the Transferors in respect of any costs incurred in complying with the covenant implied into this Transfer by Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994.
13. 2 The Transfer is made with full title guarantee but the covenants set out in Section 3(1) of the Law of Property (Miscellaneous Provisions) Act 1994 shall not extend to any charge, encumbrance or other right/matter which the Transferor does not know about and for the avoidance of doubt the Property shall be sold subject to any matter being an interest falling within Schedule 3 of the Land Registration Act 2002 or (if the seller’s title is not registered) being an unregistered interest falling within Schedule 1 of the Land Registration Act 2002.
AND this clause shall not merge on completion.
14. The Buyer agrees to insert into the Transfer the following clause:
“The Buyer declares that Section 4(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 is modified so that the Seller is not liable for any subsisting breach of a condition or Tenant’s obligation relating to the physical state of the Property which renders the Lease liable for forfeiture and the parties apply to the Chief Land Registrar to make an appropriate entry on the Register”.
15. Unless expressly stated nothing in this Agreement confers any rights on any person pursuant to the Contracts (Rights of Third Parties) Act 1999.
16. The Seller shall be under no obligation to transfer the Property other than to the Buyer.
17. The Buyer is not entitled to transfer the benefit of the Contract.
18. In light of the decision in William Sindall PLC v Cambridgeshire County Council it is hereby agreed and declared that replies to any enquiries or information supplied in any property information form are given to the best knowledge, information and belief of the Seller but neither the Seller nor their conveyancers have made any further enquiries into such matters (such as, without limitation, conducting a site inspection or making specific enquiries of statutory bodies) and the replies are therefore given on this basis
19. For the purpose of Standard Condition 6. 1. 2 and 6. 1. 3 the time shall be 1pm and not 2pm
20. The title shall be deduced in accordance with the Land Registration Act 2002 and shall consist of official copies of the register, any document kept by the Land Registry which is referred to in the register, and the registered plan and if title has been dematerialised by the Land Registry, any undertakings given by the Sellers conveyancers shall not, unless specifically stated, extend to handing over on completion or otherwise producing the original Land Certificate or Charge Certificate or any documents kept by the Registrar
AS WITNESS the hands of the parties hereto the day and year first before written