1.1.4.8 Offer to purchase licensed premises
standard version (A) with deposit (B) with
employee transfers and (C) with seller’s works 1
NOTE: TEXT HAS BEEN REMOVED – SPECIMEN ONLY – DO NOT USE IN ‘LIVE’
TRANSACTION
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1
This style is for use in a purchase of licensed premises, such as a public house, including the business, goodwill, stock and
moveable contents associated with such premises. The style is designed to dovetail with the liquor licensing system introduced
by the Licensing (Scotland) Act 2005, which became fully effective on 1 September 2009 following a transitional period during
which the outgoing and replacement licensing regimes both operated alongside one another. A significant focus of the style is
on the Purchaser’s requirement to obtain from the Seller a valid transfer of an existing premises licence by way of an
application made to the appropriate local licensing board. A premises licence authorises the sale and supply of alcoholic drinks
at licensed premises. The style recognises that the Purchaser may also need to obtain a personal licence on behalf of a suitably
qualified employee intended to be engaged by the Purchaser as premises manager at the Property. (This is discussed more
fully below.) The style also assumes that the employment contracts of the employees of the Business will transfer to the
Purchaser by operation of law under the Transfer of Undertakings (Protection of Employment) Regulations 2006. Another
significant feature of the style is the inclusion of a mechanism for the carrying out of works to be undertaken by the Seller in
advance of settlement of the transaction (the assumption being that the cost of the works is reflected in the purchase price).
The style assumes that the works are extensive enough to warrant the involvement of a professional team (e.g. as designers of
the works), the members of which may be required to grant collateral warranties in favour of the Purchaser. The Seller’s Works
may also be extensive enough to justify the use of a building contract such as one of the standard forms of building contract
published by JCT (Joint Contracts Tribunal). The mechanism relating to the Seller’s Works ensures the involvement of the
Purchaser in the inspection and approval of the works and the issuing of a practical completion certificate (which is a trigger for
settlement of the transaction). The style also makes provision for payment by the purchaser of a deposit on conclusion of
missives. More generally, the style is drafted from the standpoint of the Purchaser. The Purchaser’s due diligence exercise is
underpinned by Seller’s warranties and suspensive – in preference to resolutive – conditions. The suspensive conditions ensure
that in order for the transaction to progress to settlement the Purchaser must be satisfied with, among other things,
documentation exhibited (particularly the conditions of any existing premises licence), and other information disclosed, to the
Purchaser by the Seller or arising from the Purchaser’s own investigations. The Purchaser must also be satisfied as to the
validity of the title and with the terms of the property enquiry certificate and other reports and audits etc. ordinarily obtained in
the context of a purchase of a commercial property. The extensiveness of the Seller’s warranties in the style will normally
ensure that the Purchaser is well informed on a range of matters affecting the Property and the Business – for instance matters
concerning licensing of the Property, the physical condition of the Property, the adoption status of roads and sewers, and
issues affecting the employees of the Business and its financial situation. But even if many, or indeed the majority, of the
warranties are ultimately deleted by the Seller, their presence in the style will serve to place the relevant matters on the
agenda for the Purchaser’s due diligence exercise. To facilitate negotiations various documents, such as assignations of
significant interests (e.g. rights arising under construction documentation) and letters of obligation are annexed in the
Schedule. In general, the style will need to be modified or adapted in a way that practitioners using the style find to be
appropriate to the transaction in hand.
2
To customise this style further: (A) Delete the information box at the top of the front page of the style and the footnote
deletion information box by holding the cursor over the four-way arrow box that appears at the top left hand side of each box.
(The cursor will also become a four-way arrow.) When the two four-way arrows are aligned click on the right mouse button
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and deleting the notice. (C) After following these steps users’ firm/corporate logo and other information may be added to the
front page and elsewhere as necessary.
© Legal Knowledge Scotland MMXII
[  ] [INSERT DATE]
[  ] [INSERT NAME AND ADDRESS OF SELLER’S SOLICITORS]
Dear Sirs
[  ] [INSERT PURCHASER’S NAME]
[  ] [INSERT SELLER’S NAME]
[  ] [INSERT PROPERTY ADDRESS]
On behalf of and as instructed by our client, [  ] [INSERT NAME OF PURCHASER], incorporated under
the Companies Acts (registered number [  ]) and having its registered office at [  ] [INSERT
ADDRESS OF PURCHASER] (the “Purchaser”), we offer to purchase the Property, the Business and the
Stock from your client, [  ] [INSERT NAME OF SELLER], incorporated under the Companies Acts
(registered number [  ]) and having its registered office at [  ] [INSERT ADDRESS OF SELLER] (the
“Seller”), on the following terms and conditions:
1.
Definitions
In this Offer, unless the context otherwise requires or admits:
1.1
“Adjoining Property” means any, or any part of any, property, land, premises,
building or structure adjoining, adjacent to, contiguous with, opposite or in the
vicinity of, the Property;
1.2
“Ancillary Property” means the supplementary property, moveable items, assets,
rights and other items included in the Transaction specified in the [Schedule Part
1];
1.3
“Assignation of Construction Documentation” means a Validly Executed and otherwise
valid and effective assignation of the Construction Documentation in favour of the
Purchaser or its nominee or trustee in, or as nearly as may be in, the form contained
in the [Schedule Part 2];
1.4
“Assignation of Service Contracts” means a Validly Executed and otherwise valid and
effective assignation of the Service Contracts in favour of the Purchaser or its
nominee or trustee in, or as nearly as may be in, the form contained in the
[Schedule Part 3];
1.5
“Balance” means the Price under deduction of the Deposit;
1.6
“Building” means any building of which the Property forms part;
1.7
“Building Contract” means the building contract including specifications relating to the
Seller’s Works [entered into between the Seller and the Building Contractor
dated [  ]] [to be entered into between the Seller and the Building
Contractor];
1.8
“Building Contractor” means [  ] [INSERT NAME OF MAIN BUILDING CONTRACTOR],
incorporated under the Companies Acts (registered number [  ]) and having its
registered office at [  ] [INSERT ADDRESS OF MAIN BUILDING CONTRACTOR], or such
other reputable and appropriately qualified building contractor as may from time to
time be appointed or substituted by the Seller and approved by the Purchaser, such
approval not to be unreasonably withheld;
2
1.9
“Building Laws” means all Laws pertaining, without limitation, to the control of the
design, construction, safety, structural integrity, demolition and conversion of, and
the provision of services, fittings and equipment in or in connection with, any building
or structure, and any reasonably incidental purpose;
1.10
“Business” means [...];
1.11
“Business Contracts” means [...];
1.12
“Business Employees” means [...];
[...]
1.13
“Employee Liability Information” [...]
1.14
“Licensing Application” means an application made in accordance with the Missives to
a Licensing Board based in the locality of the Property or other competent licensing
authority[: (A)] for the permanent transfer to the Purchaser or to a lawful nominee
of the Purchaser of the existing Premises Licence[, [and] (B) for a Personal
Licence in the name of a suitably qualified person intended or nominated
by the Purchaser to act as a premises manager of the Property[, and] (C)
for the permanent transfer, under the Licensed Premises Gaming Machine
Permits (Scotland) Regulations 2007, to the Purchaser or to a lawful
nominee of the Purchaser, of any licensed premises gaming machine
permit in existence in respect of the Property];3
1.15
“Licensing Board” means [...];
1.16
“Licensing Laws” means [...];
[...]
1.17
[“Personal Licence” means [...];
1.18
“Plan” means the [demonstrative] plan annexed and signed as relative to this
Offer;
1.19
“Planning Laws” means all Laws pertaining, without limitation, to the control of
building, engineering, mining or other operations or development in, or in connection
with, any land, and any change in the use of any land, building or structure, and any
reasonably incidental purpose;
[...]
3
Licensed premises must be supervised by a suitably qualified person who holds a licence, known as a personal licence, issued
under the Licensing (Scotland) Act 2005. Part (B) of this definition should be retained only if the Purchaser does not intend to
take over from the Seller the employment of any premises manager already employed at the Property but instead intends to
employ a new premises manager. If the proposed premises manager is not already a licence holder a personal licence under
the 2005 Act will have to be applied for and obtained. Part (C) of this definition should be retained only if there are licensed
gaming machines in the Property and an existing licensed premises gaming machine permit is to be transferred to the
Purchaser or its nominee. Regulations made under the Gambling Act 2005 that apply to Scotland – i.e. the Licensed Premises
Gaming Machine Permits (Scotland) Regulations 2007/505 – among other things, empower a licensing board which is dealing
with the transfer of a premises licence (i.e. in respect of sale and supply of alcoholic drinks) to consider at the same time an
application for the transfer of a gaming machine permit – see generally regulation 19. Under regulation 19(5) if the licensing
board does not approve the transfer of the premises licence it is not permitted to approve the transfer of the gaming machine
permit.
3
1.20
“Purchaser’s Disposition” means a Validly Executed and otherwise valid and effective
disposition of the Property in favour of the Purchaser or its nominee or trustee;
[...]
1.21
“Schedule” means the schedule in [  ] [INSERT NUMBER OF PARTS OF THE SCHEDULE]
parts annexed and subscribed as relative to this Offer;
[...]
1.22
“VAT” means value added tax payable under the VAT Act;
1.23
“VAT Act” means the Value Added Tax Act 1994;
1.24
[“VAT Exempt Asset” means any asset, interest, right, grant or provision of
a description falling within Group 1, Item 1 of schedule 9 to the VAT Act;] 4
1.25
[“VAT Non-Exempt Asset” means any asset, interest, right, grant or
provision of a description falling within any of, but not within any
exception to, paragraphs (a) to (n) of Group 1, Item 1 of schedule 9 to the
VAT Act;]5
1.26
“VAT Option” means an option to tax for purposes of VAT exercised in relation to a
property on or after 1 June 2008 pursuant to schedule 10 to the VAT Act and
includes, where the context so admits, an election to waive exemption for purposes
of VAT made in relation to a property before 1 June 2008 pursuant to schedule 10 to
the VAT Act as formerly enacted;
[...].
2.
Interpretation
2.1
The headings to, and within, Conditions in this Offer are for ease of reference only
and shall be disregarded in the construction or interpretation of this Offer.
[...]
3.
Entry
[...]
4.
Payment of Deposit
4.1
5.
[...]
Payment of Balance [and interest6]
4
This definition is part of the mechanism which applies where the parties intend to take advantage of the VAT relief in respect
of a transfer of a going concern (TOGC) under the relevant provisions of the Value Added Tax Act 1994. The relevant
definitions may be omitted if the relief is not to apply. Specialist VAT advice may be required.
5
This definition is part of the mechanism which applies where the parties intend to take advantage of the VAT relief in respect
of a transfer of a going concern under the relevant provisions of the Value Added Tax Act 1994. The relevant definitions may
be omitted if the relief is not to apply. Specialist VAT advice may be required.
6
It is standard practice for missives in commercial property transactions to provide for interest to be payable if a purchaser is
late in paying the purchase price at settlement. However, caution should be exercised if payment of interest and similar
concessions (such as rights on resale etc. contained in this Condition) are being offered by the Purchaser in terms of its initial
offer. The Purchaser (as client) may be unwilling to make such concessions at the commencement of negotiations without
going through a process which arrives at those concessions as the end result of the negotiations. In appropriate cases it may
4
5.1
It is an essential condition of the Missives that the Balance is paid by the Purchaser
to the Seller on the Date of Entry[:
5.1.1
by solicitors’ cheque to be received by the Seller’s Solicitors not
later than 2pm on the Date of Entry or, at the option of the
Purchaser,]
5.1.2
by electronic transfer of cleared funds for same day value to the Seller’s Bank
Account not later than 5pm on the Date of Entry.
[...]
6.
Determination and payment of Stock Price etc.
6.1
[The Seller shall arrange for a determination of the Stock Price to be made
by the Stock Valuer, acting as an expert and not as an arbitrator, as at the
date occurring [one Working Day] [[  ] Working Days] before the Date of
Entry.]
[OR]
[...]
7.
VAT
[OPTION 1 – TRANSACTION NOT A VAT TAXABLE SUPPLY]7
7.1
[...]
[OPTION 2 – TRANSACTION AS VAT TAXABLE SUPPLY]8
7.2
[...]
[OPTION 3 – TRANSACTION AS TRANSFER OF GOING CONCERN – NOT A VAT TAXABLE SUPPLY]9
7.3
8.
Capital Goods Scheme
8.1
9.
[...]
10
[...]
Capital allowances
11
be advisable for the Purchaser’s instructions to be sought in advance of including the relevant wording in the Offer in a live
transaction.
7
Option 1 of this Condition applies where the Purchaser is proceeding on the basis that VAT will not be payable on the
Transaction. Various warranties are made by the Seller which, if unfounded, could result in the Transaction being treated as a
taxable supply for VAT purposes. In that situation – assuming that the Price is stated to be inclusive of VAT in the definition in
Condition 1 – VAT would have to be paid by the Seller out of the purchase price monies and would not, in the result, represent
a real cost to the Purchaser (who would be required to pay to the Seller only the Price as literally defined in Condition 1). A
further safeguard for the Purchaser (if the Transaction is treated as a taxable supply notwithstanding the Seller’s warranties or
if any of the warranties prove to be unfounded) is the further undertaking on the Seller’s part to indemnify the Purchaser in the
event of the Transaction being treated as a taxable supply.
8
Option 2 of this Condition applies where [...].
9
Option 3 of this Condition applies where [...].
10
[...]
11
Capital allowances enable a business to deduct the cost of capital assets, such as plant and machinery, against the taxable
income of the business, and take the place of commercial depreciation which is not allowed for tax. When a property owner
sells a property which contains fixtures certain steps must be taken in contemplation of the sale to allow the seller to retain any
5
9.1
If the Purchaser so requires, the Seller and the Purchaser shall make and submit to
HMRC a Capital Allowances Election in respect of relevant Fixtures evidencing their
agreement to the apportionment set out in such election fixing the amount that is to
be treated for relevant purposes of the CA Act as the part of the Price attributable to
expenditure incurred by the Purchaser on the provision of such Fixtures.
[...]
10.
Retention
10.1
At any time before the Date of Settlement the Purchaser may instruct the Purchaser’s
Surveyor to make a determination of the amount of any Retention deemed
necessary, which amount so determined shall be final and conclusive.
[...]
11.
Suspensive Condition
11.1
Licensing Application
The Missives are essentially and suspensively conditional upon the Purchaser’s
obtaining from an appropriate Licensing Board based within the locality of the
Property, or other competent licensing authority, pursuant to a Licensing Application
made in accordance with [Condition 12] and on terms and conditions entirely
satisfactory to the Purchaser:
11.1.1 [...]
11.2
Other licensing and related matters
[...]
11.3
Business Contracts and Business Records etc.
[...]
11.4
Other matters
The Missives are essentially and suspensively conditional upon the Purchaser’s being
satisfied in all respects as to the following:
[...]
11.5
Purification and termination of the Missives
11.5.1 If the Purchaser is not satisfied in all respects as to all or any of the
individual conditions comprised in the Suspensive Condition, [...]
11.6
Longstop Date
tax savings gained as a result of any previous claim to capital allowances made in relation to relevant fixtures. The sale of the
property will also impact upon the future ability of the purchaser to claim capital allowances on those fixtures. Although under
section 196 of the CA Act the seller must apportion part of the sale price of the property to relevant fixtures, a mechanism
exists under section 198 for a joint election to be made by seller and purchaser which has the effect of fixing the
apportionment once and for all. The section 198 election, once made, is binding not only on the parties but on HMRC. This
offer style proceeds on the basis that, in an appropriate case, it is more advantageous than not for the parties to make a
section 198 joint election, but specialist advice should normally be sought to ensure that the transaction is not structured in a
way that results in additional charges to tax or missed tax-mitigating opportunities.
6
11.6.1 [...]
12.
Licensing Application
12.1
13.
Business matters
13.1
14.
Without prejudice to [Condition 11.5.1], the Purchaser shall use all reasonable
endeavours to submit a Licensing Application to an appropriate Licensing Board
based within the locality of the Property, [...]
[...]
Employees
14.1
The Parties acknowledge that the TUPE Regulations apply to the Transaction and
that, on and with effect from the Date of Settlement, the Employment Contracts shall
transfer to the Purchaser, and the Purchaser shall assume responsibility for the
Employment Contracts on the terms and conditions contained therein.
[...]
15.
Seller’s Works – general
15.1
The Seller shall exhibit a certified true copy of the Building Contract to the Purchaser
not later than [five] Working Days after the Conclusion Date.
[...]
16.
Seller’s Works – Purchaser’s right of inspection
16.1
17.
Seller’s Works – matters arising from Purchaser’s inspection
17.1
18.
19.
[...]
Seller’s Works – practical completion
18.1
The Seller shall give the Purchaser not less than [ten] Working Days prior written
notice of the date upon which the [Seller’s Architect] [Seller’s Representative]
intends to issue a Practical Completion Certificate and within the period of [ten]
Working Days commencing with the date of receipt of such notice by the Purchaser
the Purchaser may carry out an inspection of the Seller’s Works and the Property.
18.2
[...]
Seller’s Works – rectification period
19.1
20.
[...]
[...]
Seller’s Works – Local Authority certification
20.1
[...]
7
21.
Seller’s Works – Collateral Warranties etc.12
21.1
22.
Seller’s Works – compliance with CDM Regulations13
22.1
23.
[...]
[...]
Seller’s Works – minor variations in the Works Specification
[...]
24.
Restrictive covenant
24.1
14
The Seller shall not for a period of [two] years commencing on the Date of
Settlement [...]
[...]
25.
Seller’s warranties
25.1
Effect of warranties
25.1.1 [...]
25.2
Ancillary Property and Installations
The Ancillary Property, the Installations, and the fittings and fixtures in the Property
are:
25.2.1 the Seller’s own absolute property, [...]
25.3
Minerals
25.3.1 [...]
25.4
Water and sewerage
[...]
25.5
Electricity and gas etc.
[...]
25.6
[...]
25.7
Community Interests
[...]
25.8
Development
12
See footnote below explaining the purpose of collateral warranties.
The Construction (Design and Management) Regulations 2007 replaced the 1994 regulations of the same name and came
into force on 6 April 2007. [...]
14
A restrictive covenant is enforceable only if it is reasonable. [...]
13
8
25.8.1 There has been no development carried out by the Seller or by the owner of
any Adjoining Property which adversely affects the Property or the
Purchaser’s Proposed Use.
25.8.2 No previous development proposal in respect of the Property has been
refused by any Local Authority or other planning authority.
25.9
[...]
25.10 Licensing matters
25.10.1 No circumstances exist which could impede or prevent the valid, lawful and
permanent transfer to the Purchaser or to a lawful nominee of the Purchaser
of the existing Premises Licence [or any licensed premises gaming
machine permit in existence in respect of the Property].
[...]
25.11 Stock
25.11.1 [...]
25.12 Business
25.12.1 There are no contracts or other binding commitments in existence in respect
of the Business other than: (A) the Business Contracts, and (B) any contracts
and bookings entered into in the ordinary course of the running of the
Business which have not been disclosed to the Purchaser and which would be
considered by a reasonable purchaser to be material.
[...]
25.13 Employees
25.13.1 All of the Business Employees and other workers engaged in connection with
the Business or any related commercial activity carried on at the Property
have the right to work and reside in the United Kingdom [...].
25.13.2 All relevant pension notices requiring to be given in consequence of the
Transaction to the Business Employees and other workers engaged in
connection with the Business have been given. 15
[...]
26.
[Domain Name
26.1
27.
[...].]
Rates apportionments etc.
27.1
[...]
15
Before 6 April 2005 if there was a change of ownership of a business the new owner was under no obligation (unless by way
of a contractual obligation in existence between the previous owner and the new owner) to provide the transferring employees
with membership of a pension scheme operated or made available to the employees by the previous owner, or even to admit
the employees to a pension scheme already operated or provided by the new owner. The only legal requirement was that the
new owner had to give the transferring employees voluntary access to a designated stakeholder pension scheme, but the new
owner was under no obligation to contribute any of its own money to that scheme. The position is now governed by [...]
9
28.
Access to the Property etc.
28.1
29.
[...]
Minerals
The minerals are included in the Transaction only to the extent that the Seller has the right to
them.
30.
Construction matters
30.1
The Seller shall be responsible for payment before the Date of Settlement of all fees
and other monies payable in accordance with the Construction Documentation.
30.2
The Seller shall provide to the Purchaser such information as the Purchaser may
reasonably require concerning the current professional indemnity insurance
maintained by each building contractor [...].
[...]
31.
[Inventory and] [m][M]aintenance etc. of Ancillary Property etc.
31.1
32.
[...]
Service Contracts etc.
32.1
The Seller shall disclose to the Purchaser not later than [five] Working Days after
the Conclusion Date details of:
32.1.1 all Service Contracts, and
32.1.2 all suppliers of utilities to the Property.
[...]
33.
Scheduled Repairs
33.1
34.
Statutory Notices
34.1
35.
[...]
Maintenance, risk and insurance
35.1
36.
[...]
[...]
Settlement requirements
In exchange for payment of the Balance in accordance with [Condition 5] the Seller shall:
36.1
Disposition
Deliver the Purchaser’s Disposition and complete particulars of execution and
originals or certified true copies of all documentation required to support the mode of
execution;
10
36.2
Unregistered title
[...]
36.3
Registered title
[...]
36.4
Pending title registration
[...]
36.5
Registration Documentation etc.
[...]
36.6
Personal register
[...]
36.7
Company searches – previous owners
[...]
36.8
Company searches – Seller
[...]
36.9
Community Interests
[...]
36.10 Standard securities
[...]
36.11 Floating charges and debentures
[...]
36.12 Signatories’ certificate
[...]
36.13 Letter of obligation
Deliver a letter of obligation in, or as nearly as may be in, the form set out in the
[Schedule Part 17] or, at the option of the Purchaser, in such form as may be
prescribed by the Purchaser, by the Seller’s Solicitors addressed to the Purchaser’s
Solicitors;
36.14 Property Enquiry Certificate
[...]
36.15 Coal Mining Report
11
[...]
36.16 Environmental Survey
[...]
36.17 Statutory Notices
[...]
36.18 Capital Allowances [and the Capital Goods Scheme]
[...]
36.19 Licensing matters
Deliver such information, records and documentation in the Seller’s possession as the
Purchaser may reasonably require, in connection with the Licensing Application or
otherwise connected with requirements arising under Licensing Laws, [...];
36.20 Gaming machine permit
[...]
36.21 Reports on various matters
[...]
36.22 Energy Performance of Buildings (Scotland) Regulations 2008
[...]16
36.23 Fire Safety (Scotland) Regulations 2006
[...]
36.24 Control of Asbestos Regulations 2006
[...]
36.25 Health and Safety File
[...]
36.26 Licence arising from Seller’s Works
[...]
36.27 Matrimonial occupancy rights etc.
[...]
36.28 Business Contracts and Business Records
16
Under regulation 5(1) of the Energy Performance of Buildings (Scotland) Regulations 2008 if a building is to be sold or let the
owner must make a copy of a valid energy performance certificate for the building available free of charge to a prospective
purchaser or tenant. [...]
12
[...]
36.29 Construction Documentation etc.
[...]
36.30 Collateral Warranties
[...]
36.31 Service Contracts
[...]
36.32 Specialist treatment
[...]
36.33 Title deeds
Deliver the title deeds and whole documents of title comprised in the Title;
36.34 Consents
[...]
36.35 Other documentation
Deliver any other documentation required by the Purchaser to evidence any matter in
respect of which the Seller has given a warranty in accordance with [Condition 25];
36.36 Keys
[...].
37.
Cost of searches etc.
37.1
38.
Default of the Seller
38.1
39.
If the Seller incurs a Seller’s Default [...]
Notices
39.1
40.
[...]
[...]
Entire agreement
The Missives shall represent and express the entire agreement and terms upon which the
Seller agrees to sell and the Purchaser agrees to purchase the Property and shall supersede
all statements, representations, warranties and undertakings made by any Party to the other
13
prior to the Conclusion Date except in so far as such statements, representations, warranties
and undertakings are expressly set out in the Missives. 17
41.
Governing law
[...]
42.
Alienation
[...]
43.
Confidentiality
[...]
44.
Right of waiver
[...]
45.
Supersession
45.1
46.
[...]
Agency
[...]
47.
Form of acceptance
[...]
48.
Time limit for acceptance
This Offer, unless previously withdrawn, is open for acceptance in writing arriving at our
office not later than 5pm on [  ] [INSERT DATE], failing which it shall be deemed to be
withdrawn.
Yours faithfully
17
An entire agreement clause prevents any party to a contract from becoming liable for any representation or statement made
in connection with the contract and the negotiations leading to the contract (including pre-contractual representations) except
where that has been previously agreed and has been incorporated into the contract. [...]
14
This is the SCHEDULE referred to in this Offer between [  ] [INSERT NAME OF SELLER] and [
 ] [INSERT NAME OF PURCHASER] to purchase the property known as [  ] [INSERT ADDRESS OF
THE PROPERTY].
SCHEDULE PART 1
ANCILLARY PROPERTY
[LIST ANCILLARY PROPERTY]
15
SCHEDULE PART 2
ASSIGNATION OF CONSTRUCTION DOCUMENTATION
16
ASSIGNATION
by
[]
in favour of
[]
[with the consent of
[  ]]
in respect of certain professional appointments
and building contracts entered into in connection
with [  ] [INSERT ADDRESS OF THE PROPERTY]
17
ASSIGNATION
by
[  ] a company incorporated under the Companies
Acts (registered number [  ]) and having its
registered office at [  ] (the “Assignor”)
in favour of
[  ] a company incorporated under the Companies
Acts (registered number [  ]) and having its
registered office at [  ] (the “Assignee”)
[with the consent of
[  ] a company incorporated under the
Companies Acts (registered number [  ]) and
having its registered office at [  ] (the
“Consenter”)]18
In this Assignation, unless the context otherwise requires or admits:
1.
DEFINITIONS AND INTERPRETATION
1.1
1.2
2.
3.
Definitions
1.1.1
“Assignation” means this assignation;
1.1.2
“Assignee” means the said [  ] and its successors and assignees in so far as
such succession or assignation is permitted in accordance with the Contracts;
1.1.3
“Assignor’s Interest” means [...];
1.1.4
[...]
1.1.5
“Schedule” means the schedule annexed and executed as relative to this
Assignation.
Interpretation
1.2.1
[...]
1.2.2
[...]
RECITALS
2.1
The Assignor has sold, or is about to sell, and transfer its interest in, the Property to
the Assignee pursuant to the Missives.
2.2
[...].
ASSIGNATION
18
Give full names and addresses of each of the parties. For UK incorporated companies and limited liability partnerships, also
give the registered number including any prefix. For overseas companies, also give the territory of incorporation and, if
appropriate, the registered number in Scotland or England and Wales including any prefix.
18
The Assignor, in compliance with relevant obligations assumed by the Assignor and arising
under the Missives, assigns to and in favour of the Assignee the Assignor’s Interest with
effect from and after the Effective Date.
4.
[CONSENT
[...]
5.
[TITLE TO CONTRACTS
[...]
6.
WARRANDICE
[...]
7.
8.
COSTS
7.1
The Assignor and the Assignee shall each bear their own costs and expenses in
connection with the preparation and completion of this Assignation[, provided that
the [Assignor] [Assignee] shall pay the reasonable costs and expenses
properly incurred by the Consenter in connection with the preparation and
completion of this Assignation].
7.2
[...]
7.3
[...]
GOVERNING LAW
This Assignation shall be governed by and construed in accordance with the law of Scotland.
9.
CONSENT TO REGISTRATION
The Assignor and the Assignee [and the Consenter] consent to registration of this
Assignation for preservation and execution.
This Assignation is executed as follows:
For the Assignor [INSERT NAME OF ASSIGNOR]
......................................................................
Signature of
director/secretary/authorised signatory
.............................................................
Signature of witness
......................................................................
Full name of above (print)
..............................................................
Full name of above (print)
......................................................................
Date of signing
..............................................................
..............................................................
19
..............................................................
......................................................................
Place of signing
Address of witness
For the Assignee [INSERT NAME OF ASSIGNEE]
......................................................................
Signature of
director/secretary/authorised signatory
.............................................................
Signature of witness
......................................................................
Full name of above (print)
..............................................................
Full name of above (print)
......................................................................
Date of signing
..............................................................
..............................................................
..............................................................
......................................................................
Place of signing
Address of witness
[For the Consenter [INSERT NAME OF CONSENTER]
......................................................................
Signature of
director/secretary/authorised signatory
.............................................................
Signature of witness
......................................................................
Full name of above (print)
..............................................................
Full name of above (print)
......................................................................
Date of signing
..............................................................
..............................................................
..............................................................
......................................................................
Place of signing
Address of witness]
20
This is the SCHEDULE referred to in this Assignation between [  ] [INSERT NAME OF ASSIGNOR] and
[  ] [INSERT NAME OF ASSIGNEE] [with the consent of [  ] [INSERT NAME OF CONSENTER]]
relating to certain professional appointments and building contracts entered into in connection with
the property forming and known as [  ] [INSERT ADDRESS OF THE PROPERTY].
THE CONTRACTS
[LIST THE CONTRACTS]
[...]
21
SCHEDULE PART 3
ASSIGNATION OF SERVICE CONTRACTS
22
ASSIGNATION
by
[]
in favour of
[]
[with the consent of
[  ]]
in respect of certain service contracts
entered into in connection with [  ]
23
[...]
24
This is the SCHEDULE referred to in this Assignation between [  ] [INSERT NAME OF ASSIGNOR] and
[  ] [INSERT NAME OF ASSIGNEE] [with the consent of [  ] [INSERT NAME OF SERVICE
PROVIDER]] relating to service contracts entered into in connection with the property forming and
known as [  ] [INSERT ADDRESS OF THE PROPERTY].
THE SERVICE CONTRACTS
[LIST SERVICE CONTRACTS]
[Contract relating to [  ] between [  ] and [  ] dated [  ]]
[Contract relating to [  ] between [  ] and [  ] dated [  ]]
[Contract relating to [  ] between [  ] and [  ] dated [  ]]
25
SCHEDULE PART 4
BUSINESS CONTRACTS
[LIST THE BUSINESS CONTRACTS]
Name and
address of
contracting
parties
[...]
[...]
26
[...]
[...]
SCHEDULE PART 5
CAPITAL ALLOWANCES ELECTION
Notice of Election
Notice of an election to fix apportionment in accordance with Capital Allowances Act
2001, section 198
Seller’s name and address:
Tax district and reference
of Seller:
[...]
[...]
Address and title number
of Property:
[  ] registered in the Land Register of Scotland under Title Number [
]
[...]
[...]
Date of
sale:19
completion
of
[...]
[  ] POUNDS (£[  ]) STERLING
[...]
[...]
The Seller and the Purchaser jointly elect [...].
The Seller and the Purchaser agree that [...].
Signed…………………………………………
Signed…………………………………………
Name
Name
…………………………………
…………………………………
Position…………………………………
Position…………………………………
For and on behalf of the Seller
For and on behalf of the Purchaser
Appendix
19
The effective date for the purposes of capital allowances is the date of completion or, if earlier, the time when possession of
the property is given. See CA Act, section 572(4).
27
Part A – Main Pool
[]
Part B – Special Rate Pool
Integral feature
Amount attributable
Electrical system (including a lighting system)
[...]
[...]
[...]
[...]
[...]
28
SCHEDULE PART 6
COLLATERAL WARRANTIES
[INSERT APPROPRIATE STYLE(S) OF COLLATERAL WARRANTY/WARRANTIES]
29
SCHEDULE PART 7
CONSTRUCTION DOCUMENTATION
[LIST CONSTRUCTION DOCUMENTATION]
[Letter of appointment between [  ] and [  ] dated [  ]]
[...]
30
SCHEDULE PART 8
EMPLOYEE LIABILITY INFORMATION
20
Name of employer21
Address of employer
Full name of employee
Address of employee
Date of birth and age of
employee
Date of commencement of
employment
and
date
when
continuous
employment began (taking
into
account
any
employment
with
a
previous employer which
counts
towards
that
period)
[...]
[...]
[...]
[...]
[...]
[...]
[...]
Outstanding
holiday
entitlement at [  ]
[SPECIFY DATE – E.G. THE
DATE OF SETTLEMENT]
[...]
[...]
20
The information in this table requires to be provided by a transferor to a transferee in the context of a transfer of
undertakings governed by the TUPE Regulations. See regulation 11 (and the additional list of information specified in section 1
of the Employment Rights Act 1996.) The information is to be supplied in relation to each transferring employee. Under
regulation 11(3) the information must be dated not earlier than 14 days before the date of notification of the information to the
transferee.
21
This will normally be the Seller.
31
[...]
[...]
[...]
[...]
[...]
Details
of
any:
(A)
disciplinary
procedure
taken
against
the
employee, (B) grievance
procedure taken by the
employee, in each case
within the previous two
years in circumstances
where a code of practice
issued under Part IV of the
Trade Union and Labour
Relations
(Consolidation)
Act 1992, which relates
exclusively or primarily to
the resolution of disputes,
applies 22
[...]
22
This refers to the statutorily recognised role of ACAS in the development and publication of codes of practice offering
guidance on best practice in industrial relations including, as in this specific case, guidance on the resolution of industrial
disputes.
A
code
of
practice
published
by
ACAS
on
that
theme
is
accessible
online
at:
http://www.acas.org.uk/index.aspx?articleid=2174 (ACAS Code of Practice on Disciplinary and Grievance Procedures).
32
SCHEDULE PART 9
EMPLOYMENT CONTRACTS
Name and
address of
employee
Date of birth
and age
Employment
start date
33
Job
title/description
and whether
full time or part
time
Salary/rate of
pay
SCHEDULE PART 10
PROFESSIONAL TEAM
The professional team comprising the following:
[...]
34
SCHEDULE PART 11
PURIFICATION NOTICE
[BY HAND][BY FIRST CLASS [RECORDED DELIVERY] POST][BY FACSIMILE TRANSMISSION]
Dear Sirs
[  ] [INSERT NAME OF PURCHASER] (the “Purchaser”)
[  ] [INSERT NAME OF SELLER] (the “Seller”)
[  ] [INSERT ADDRESS OF PROPERTY] (the “Property”)
We act on behalf of the Purchaser of the Property under missives of sale and purchase
entered into between the Seller and the Purchaser comprising an offer dated [  ] (the
“Offer”) and [a formal letter of acceptance dated [  ]] [further formal letters dated
respectively [  ] and [  ] and [  ]] (together comprising the “Missives”).
[...]
Signed by
On behalf of the Purchaser
[Received the Purification Notice of which this is a duplicate.
Signed by
On behalf of the Seller]
35
SCHEDULE PART 12
SERVICE CONTRACTS
[INSERT DETAILS OF SERVICE CONTRACTS]
36
SCHEDULE PART 13
CAPITAL ITEMS TO WHICH THE CAPITAL GOODS SCHEME APPLIES
[LIST RELEVANT CAPITAL ITEMS]
37
SCHEDULE PART 14
LETTER TO BUSINESS EMPLOYEES TRANSFERRING
UNDER TUPE REGULATIONS
[...]
38
SCHEDULE PART 15
UNDERTAKING RELATING TO SELLER’S WORKS
[ON LETTERHEAD OF THE SELLER]
[  ] [INSERT DATE OF UNDERTAKING – TO BE DATED AT OR BEFORE THE PRACTICAL COMPLETION DATE]
[  ] [INSERT NAME AND ADDRESS OF THE PURCHASER AS GRANTEE OF UNDERTAKING]
Dear Sirs
We, [  ] [INSERT NAME OF SELLER], incorporated under the Companies Acts (registered number [ 
]) and having our registered office at [  ] [INSERT ADDRESS OF SELLER] (the “Seller”), grant this
Undertaking to [  ] [INSERT NAME OF PURCHASER], incorporated under the Companies Acts
(registered number [  ]) and having its registered office at [  ] [INSERT ADDRESS OF PURCHASER]
(the “Purchaser”).
In this Undertaking:
“Building Contract” means the building contract including specifications relating to the Seller’s Works
entered into between the Seller and the Building Contractor dated [  ];
“Building Contractor” means [  ] [INSERT NAME OF MAIN BUILDING CONTRACTOR], incorporated under
the Companies Acts (registered number [  ]) and having its registered office at [  ] [INSERT
ADDRESS OF MAIN BUILDING CONTRACTOR];
“Missives” means missives of sale and purchase in respect of the Property entered into between the
Seller and the Purchaser comprising an offer dated [  ] (the “Offer”) and [a formal letter of
acceptance dated [  ]] [further formal letters dated respectively [  ] and [  ] and [ 
]];
[...].
The Seller undertakes to the Purchaser:
1. to use best endeavours to pursue, for the benefit of the Purchaser, all claims, rights and remedies
which the Seller may possess against the Professional Team, the Building Contractor or other
person engaged by the Seller or otherwise in relation to the Seller’s Works, including without
limitation any building sub-contractor, in so far as such claims, rights and remedies relate to
defective design, substandard workmanship or materials or inadequate provision;
2. [...]
Yours faithfully
......................................................................
Signature of
director/secretary/authorised signatory
.............................................................
Signature of witness
For the Seller [INSERT NAME OF SELLER]
39
......................................................................
Full name of above (print)
..............................................................
Full name of above (print)
......................................................................
..............................................................
..............................................................
..............................................................
......................................................................
Place of signing
Address of witness
40
This is the SCHEDULE referred to in this Undertaking by [  ] [INSERT NAME OF SELLER] in favour of [
 ] [INSERT NAME OF PURCHASER] relating to rights arising from the carrying out of certain works in
relation to the property forming and known as [  ] [INSERT ADDRESS OF THE PROPERTY].
[...]
41
SCHEDULE PART 16
SIGNATORIES’ CERTIFICATE
This is the Certificate of the [[  ] [DIRECTORS]] [OR] [[  ] [DESIGNATED MEMBERS]]23 [OR] [[  ]
[MEMBERS OF THE COMMITTEE OF MANAGEMENT]] 24 of the Seller referred to in the Offer by [  ]
[INSERT NAME OF PURCHASER’S SOLICITORS] addressed to [  ] [INSERT NAME OF SELLER’S
SOLICITORS] dated [  ].
[]
23
24
Applicable where the Seller is a limited company incorporated under the Companies Acts or a limited partnership.
Applicable where the Seller is an industrial or provident society.
42
SCHEDULE PART 17
LETTER OF OBLIGATION
LETTER OF OBLIGATION – SASINE
25
26
[INSERT NAME AND ADDRESS OF PURCHASER’S SOLICITORS]
[INSERT DATE]
Dear Sirs
[  ] (the “Seller”)
[  ] (the “Purchaser”)
[  ] (the “Property”)
With reference to the settlement of the above transaction today we undertake:
(1) to [exhibit] [deliver] to you within one year after today’s date searches in the property and
personal registers brought down to a date not later than fourteen days after today’s date in terms
of the memorandum adjusted between us, which searches:
a. shall be clear of any entry, deed or diligence which is either prejudicial to the validity of, or is
an encumbrance upon, the Seller’s title to the Property, and
b. will disclose the disposition in favour of the Purchaser [and the standard security granted
by the Purchaser in favour of [  ] [INSERT NAME OF HERITABLE CREDITOR]] provided [it
is][they are] recorded in the Register of Sasines within fourteen days 27 after today’s date;
[and]
(2) [to deliver to you within six months 28 after today’s date a duly recorded discharge in
favour of the Seller in terms of the draft adjusted between us;] [and]
(3) [on behalf of the Seller, to [exhibit] [deliver] to you within three months after today’s
date a search in the register of charges and company file of the Seller brought down
to not less than thirty six days after today’s date disclosing no entry prejudicial to the
Purchaser’s interest in the Property. 29]
25
With the passing of the Land Registration etc. (Scotland) Bill by the Scottish Parliament on 31 May 2012 letters of obligation
in their currently accepted form are set to become a thing of the past; though the new law is not expected to be fully in force
until 2014. (See Robert Rennie and Stewart Brymer, ‘A Bold Step Forward’ in Journal Online, 19 March 2012, accessible online
at http://www.journalonline.co.uk/Magazine/57-3/1010910.aspx.) The styles comprised in this set of letters of obligation are
based either on the Law Society of Scotland Conveyancing Committee style of ‘classic’ letter of obligation for Sasine
transactions or the Registration of Title Practice Book styles for first registration transactions and transfers of registered
interests. Requirements of ‘classic’ letters of obligation – i.e. letters of obligation which attract the most advantageous level of
professional indemnity insurance cover – are discussed in Alistair Sim, ‘The Importance of Being Classic’, JLSS April 2001,
accessible online at http://www.journalonline.co.uk/pdf/TheJournal_46-4.pdf. Additional risk management measures attending
the grant of a ‘classic’ letter of obligation are listed in a Law Society of Scotland Conveyancing Committee guidance note
accessible online at http://www.lawscot.org.uk/rules-and-guidance/section-f/division-c-conveyancing/guidance/letters-ofobligation). In general, the requirements of a ‘classic’ letter of obligation and of relevant risk management measures must be
observed where the most advantageous level of professional indemnity insurance cover is sought in respect of a given
transaction.
26
Under the Land Registration (Scotland) Act 1979 the main ‘trigger’ for the first registration of an unregistered interest is the
transfer of an interest for valuable consideration – see section 2(1)(a)(ii). [...]
27
The Law Society of Scotland and the Master Policy professional indemnity insurers have agreed that this obligation may be
given for a period of up to 14 days after settlement. (See the Law Society of Scotland Conveyancing Committee guidance note
referred to above.)
28
A six month timescale accords with standard professional practice and allows for normal processing backlogs at the Register
of Sasines.
29
Any personal obligation given by a solicitor in relation to searches in the register of charges and company file of the Seller
would be non-‘classic’. Hence the obligation here is on behalf of the Seller and would normally constitute repetition of an
obligation to the same effect given by the Seller in the missives, though the Seller’s solicitor would nonetheless wish to check
43
Yours faithfully
[...]
the terms of the missives to ensure that a more generous obligation is not inadvertently being given in the letter of obligation.
[...]
44