Special condition of contract

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  • Special condition of contract

    If on a contract of sale there is a special condition listed which reads along the lines of: "all information kept in public register is considered to be known by the transferee". Which aspects would this clause cover? Searches with LAs, Landlord status, Management Company status at Co House? Bankruptcy?
    Also does this clause override any other information provided by seller in relation to any of the above?

  • #2
    Originally posted by colinbell View Post
    If on a contract of sale there is a special condition listed which reads along the lines of: "all information kept in public register is considered to be known by the transferee". Which aspects would this clause cover? Searches with LAs, Landlord status, Management Company status at Co House? Bankruptcy?
    Also does this clause override any other information provided by seller in relation to any of the above?
    This Special Condition is aimed at Standard Condition 3.1.2(d).
    The latter makes property sold subject to "entries made before the date of the contract in any public register except those maintained by HMLR or its Land Charges Department or by Companies House".
    The Special Condition therefore lumbers P with burden of entries in any other public registers.
    JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
    1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
    2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
    3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
    4. *- Contact info: click on my name (blue-highlight link).

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    • #3
      So does that mean that under this clause it is assumed that the buyer knows about entries in a register such as companies house (for example status of landlord company or resident management co)?

      Comment


      • #4
        Condition deems P aware of every register's contents. Presumably P's solicitor makes usual searches and these should reveal anything untoward. I always check at Companies House whenever transaction involves a co., either as my client or on other side.
        JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
        1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
        2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
        3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
        4. *- Contact info: click on my name (blue-highlight link).

        Comment


        • #5
          What happens if a seller provides wrong information (knowingly or innocently) on what is contained in one of these public registers in the sale quest.?

          Is the clause invalid or does it still protect the seller from any comeback?

          Comment


          • #6
            Originally posted by jeffrey View Post
            This Special Condition is aimed at Standard Condition 3.1.2(d).
            The latter makes property sold subject to "entries made before the date of the contract in any public register except those maintained by HMLR or its Land Charges Department or by Companies House".
            The Special Condition therefore lumbers P with burden of entries in any other public registers.
            Forgot to mention that the clause on the SC refers to the Law of Property Act 1994. Is this still aimed at Standard Condition3.1.2 d listed above?

            Comment


            • #7
              No. Anyway, the clause's reference ought to be to the Law of Property (Miscellaneous Provisions) Act 1994. This deals with Title Guarantees; see s.3 of the Act re the main difference between the two types usually found.
              JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
              1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
              2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
              3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
              4. *- Contact info: click on my name (blue-highlight link).

              Comment


              • #8
                Yes it does refer to that act.
                So in essence it does not cover public registers such as companies house and others.

                Regards

                Comment


                • #9
                  Apologies for this:

                  I've checked the paperwork I have and I have copied
                  and pasted the relevant clause it refers to from the PA 1994:

                  6 No liability under covenants in certain cases

                  (2) Furthermore that person is not liable under any of those covenants for anything (not falling within subsection (1))—
                  (a) which at the time of the disposition is within the actual knowledge, or


                  The SC of contract refers to section 6.2 point a above.
                  Now does this only affect title as Jeffrey explained or does it cover other public register such as c house, bankruptcy etc etc

                  Comment


                  • #10
                    S.6(2)(a) means that V is not liable under title guarantee if P actually knows of an incumbrance- not just "deemed" knowledge.
                    JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
                    1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
                    2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
                    3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
                    4. *- Contact info: click on my name (blue-highlight link).

                    Comment


                    • #11
                      Originally posted by jeffrey View Post
                      S.6(2)(a) means that V is not liable under title guarantee if P actually knows of an incumbrance- not just "deemed" knowledge.

                      So the clause does not cover issues relating to landlord co status, management co status and other public registers?

                      Comment


                      • #12
                        Originally posted by colinbell View Post
                        So the clause does not cover issues relating to landlord co status, management co status and other public registers?
                        The clause deals with registers of incumbrances.
                        Contrast this with the section which deals with the implied covenants under Title Guarantees.
                        So, no- the clause does not deal with status of companies. Solicitor should simply verify these statuses in the usual way.
                        JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
                        1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
                        2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
                        3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
                        4. *- Contact info: click on my name (blue-highlight link).

                        Comment

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