disk 12 wb.002A
DATED
20
___________________________________________________________________
CHURCH COMMISSIONERS FOR ENGLAND
- and -
__________________________________________________________________
Draft/
AGREEMENT
- for -
the sale and purchase of
[the site of] the former church
of
and the land annexed or belonging
thereto
_______________________________________________
Ref:
[Sale of closed church or gift incorporating additional payment provisions /external
solrs] [5th Edition Standard conditions]
02/09
1
A N A G R E E M E N T made the
day of
Two thousand and
BETWEEN
(1)
THE CHURCH COMMISSIONERS FOR ENGLAND (Charity registration
number 1140097) ("the seller")
(2) [
]
of [
] ("the buyer")
Sale
1. The seller shall sell and the buyer shall buy the property known as [
("the property") for the sum of £[
]
] ("the purchase price") and (subject to
clause 12 ) with vacant possession on completion
Property
2. The property is more fully described in the form of transfer attached to this
Agreement and the sale is subject to the covenants and other matters affecting the
property set out or referred to in that document
Covenant for Title
3. The seller is a statutory corporation and shall not be required to transfer with full
or limited title guarantee but will covenant as set out in the form of transfer attached
to this Agreement
Completion
4.
The completion date is [date] [the tenth working day after the buyer has been
given notice by the seller that the provisions of the [Mission and Pastoral Measure
2011] [Pastoral Measure 1983] as to tombstones monuments and memorials and the
removal of human remains have been complied with]
Interest
5.
The contract rate is 4% per annum above the base lending rate of National
Westminster Bank plc from time to time in force
Deposit
6.
SOL
A deposit of £[
] has been paid by the buyer to the seller’s
2
conveyancer to hold as [agent for the seller] [stakeholder]
Title
7.(a)
TITLE shall be deduced and shall consist of [a Conveyance dated
]
[and] a copy of a [Pastoral Church Buildings] [Pastoral (Church Buildings
Disposal)] Scheme made by the seller pursuant to the [Pastoral Measure
1983 but having effect under the Mission and Pastoral Measure 2011]
[Mission and Pastoral Measure 2011] [and confirmed by Her Majesty in
Council on [
] ] [supported by a Statutory Declaration made by [
]
on [
]] copies of which have been supplied to the buyer's
conveyancer prior to the date of this Agreement and the contents of which the
buyer shall be deemed to be fully aware
(b)
The seller's title being of a statutory nature no requisition shall be raised on it
(c)
The seller shall not be required to produce or to supply the original or any
copy or abstract of or extract from any Act Measure Order in Council or
other matter of public record comprising or forming part of the seller's title to
the property
Standard Conditions of Sale
8.(a)
This Agreement incorporates the Standard Conditions of Sale (5th Edition)
("the Standard Conditions") (but does not incorporate the Special Conditions)
and the terms of this Agreement prevail in the case of any conflict
(b)
In the Standard Conditions:(i)
the words "and may be given by the conveyancer of the party
concerned" shall be added at the end of Condition 1.3.1
(ii)
Condition 4.6.2 shall not apply
(iii)
the following shall be substituted for Conditions 7.2.1 and 7.2.2:
"If there is default by the buyer in performing his obligations
under the contract and completion is delayed he shall pay
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3
compensation to the seller at the contract rate on the purchase price
less the deposit for the period between the completion date and actual
completion"
(c)
Any terms used or defined in this Agreement shall have the same meaning
where used in the Standard Conditions (where the context so admits)
Form of transfer
9.(a)
(b)
The transfer shall be in the form attached to this Agreement
The engrossment of the transfer shall be executed by the buyer in duplicate
in escrow and shall be delivered to the seller's conveyancer at least seven
days before the completion date
No reliance on certain statements
10.(a) This Agreement constitutes the entire agreement between the parties and may
only be varied or modified in writing
(b)
The buyer acknowledges that except for such (if any) of the written statements
of the seller's conveyancer before exchange of contracts as were not capable of
verification by the buyer by inspection or survey of the property or by search
and enquiry of any local or other public authority or by inspection of the
documents disclosed to the buyer or his conveyancer or agent (and whether or
not any such inspection survey search or enquiry has been made) the buyer
has not entered into this Agreement in reliance wholly or partly on any
statement or representation
(c)
the buyer hereby acknowledges and admits that before the date of this
Agreement the seller has given the buyer permission and the opportunity to
inspect, survey and carry out investigations as to the condition of the property,
the buyer has formed [his][her][its] own view as to the condition of the
property and its suitability for the buyer’s purposes
Requisitions
11. No requisition shall be raised as to any covenant or other matter subject to which
the property is sold
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4
[As to the removal of certain items
[12.
THE seller may at any time prior to the completion date arrange for [the
] [any [stained glass windows] [tombstones monuments or memorials] [furnishings
furniture fixtures or fittings] in or on the property or any other contents] to be
removed causing as little damage as reasonably possible but without being obliged to
make good any damage caused (except damage of a structural nature) but the buyer
shall raise no objection if any such items remain in or on the property on the
completion date and any such items will pass to the buyer on completion [and if any
stained glass windows are removed they shall be replaced [by the buyer] [with
plain glass windows] in such manner as the seller may determine]]
OR
[Buyer to comply with Bishop's directions
12.
THE buyer shall (at his own risk and cost in all respects) do everything
necessary to comply with the directions of the Lord Bishop of [
]
as to any [tombstones monuments or memorials at and any] contents (including
furnishings furniture fixtures or fittings) of the property within a period of [two]
months of being given notice of such directions (as to which period time shall be of
the essence)]
[Buyer to excavate certain areas
13. SO far as the seller is aware no human remains are buried in the areas shown
on the plan annexed to [a Home Office Order] [an Order of the Ministry of Justice]
dated [
] but for the purpose of conclusively determining that no human
remains are buried in those areas the buyer shall (at his own risk and cost in all
respects) excavate those areas to the satisfaction of the seller's Surveyors within a
period of [two] months of the date of this Agreement (as to which period time shall
be of the essence) and if in the course of any such excavations any human remains
or other evidence of burials are discovered the buyer shall cease excavating and
report the discovery to the seller and the local Environmental Health Officer
immediately and the buyer shall thereafter (at his own risk and cost in all respects)
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5
comply with their respective directions as to those areas and as to any human remains
which the excavations may have revealed]
OR
[Buyer to remove human remains
13.
THE buyer shall (at his own risk and cost in all respects) do everything
necessary to comply with all statutory requirements and the directions of the seller
with regard to the removal of all human remains upon the property within a period of
[two] months of being given notice of such directions (as to which period time shall
be of the essence)]
[Buyer may carry out certain works
14.(a) THE buyer may prior to the completion date [(but not so as to make the
removal of any of the items referred to in clause [12] more difficult)] (at his
own risk and cost in all respects) carry out works previously approved by the
seller in writing providing the buyer has obtained all consents required by
law and has arranged insurance in terms previously approved by the seller in
writing
(b) The seller agrees the buyer may have access to the property for the sole
purpose of carrying out the said works and the buyer agrees such access is
granted by way of licence only and may be terminated by the seller at any
time
(c) The buyer will indemnify the seller in respect of all matters relating to the
said works]
[Fees and costs
15.
The buyer shall on completion pay the seller's conveyancer’s costs (on which no
VAT is payable) and the seller's agent's or surveyor's fees (and an amount equal to
the Value Added Tax on those fees) in connection with the transaction to which this
Agreement relates]
[Transfer of part of registered title
16.
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Within ten working days of the buyer’s conveyancer receiving from the Land
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Registry a title information document indicating that the transfer hereby agreed has
been registered, the buyer’s conveyancer shall forward a copy of the title information
document to the seller’s conveyancer.]
[Additional payment provision
Note: this clause is for use only on instruction from the Commissioners. Where used
in connection with a gift of property under the 1983 Measure, other provisions in this
form, such as the reference to sale price etc will need to be amended.
17(a) After completion of the sale and purchase of the property:(i) if the buyer disposes, sells, leases or parts with the buyer’s interest
in the whole of the property before the [
] day of [
] 20[ ]
(“the termination date”), the buyer shall pay to the seller a sum equal to
[50%] of [the difference between the purchase price stated in clause 1
of this Agreement and] the consideration received by the buyer for
such disposal or, if greater, a sum equal to 50% of the open market
value of the property at the time of such disposal; or
(ii) if the buyer disposes, sells, leases or parts with the buyer’s interest
in part only of the property before the termination date, the buyer shall
pay to the seller a sum equal to [50%] of the proportion, where the
proportion shall equal:-
[purchase price stated
in clause 1 of this Agreement] or
[where disposal is by way of gift 1]
open market value of the
X consideration received by the
property at
buyer on sale of part or, if
the time of disposal by the buyer
greater, the open market value of
the part of the property at the
time of disposal by the buyer
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7
(and such sums payable in accordance with subclauses 17(a)(i) or 17(a)(ii) (as
the case may be) shall be deemed to become payable to the seller upon the
date of each and every disposal by the buyer) (the “relevant disposal”)
17(b) Within twenty-one days of the date of any relevant disposal, the buyer shall
notify the seller of the consideration received by the buyer in relation to the relevant
disposal, the open market value (at the time of disposal) of the property disposed of
and the name and address of the disponee, such notification to be sent to the seller by
pre-paid registered or recorded delivery post addressed to the Official Solicitor to the
Church Commissioners, The Legal Office, Church House, Great Smith Street, London
SW1P 3NZ (or to such other address as the seller may from time to time notify to the
buyer) and clearly marked on the envelope with the words “LEGAL NOTICE URGENT”
17(c) If any sum which has become payable under the above provisions is not paid
to the seller in full within [3] months of the date of the relevant disposal, to
pay interest on the amount outstanding at the rate of 4 % above the Base Rate
from time to time of National Westminster Bank plc from the date of the
relevant disposal until it is received by the seller and (for the avoidance of
doubt) it is hereby agreed and declared that if, pursuant to clause 17(d) of this
Agreement, an arbitrator determines the amount payable under subclauses
17(a)(i) or 17(a)(ii) above (as the case may be) and the amount so determined
shall not have been paid in full within twenty-eight days of the arbitrator’s
determination, the buyer shall pay the seller interest on the amount outstanding
at the said rate from the date of the arbitrator’s determination until the date the
amount in question is received by the seller
17(d)
Any dispute between the parties in relation to subclauses 17(a) to 17(c) of this
Agreement shall be settled by an arbitrator to be agreed between the parties (or in
default of agreement to be nominated on the application of either party by the
President for the time being of the Royal Institution of Chartered Surveyors) such
arbitration being subject to and in accordance with the Arbitration Act 1996 or any
statutory modification or re-enactment thereof for the time being in force
17(e) After completion of the sale and purchase of the property on registration of the
buyer’s interest, the buyer shall apply to the Chief Land Registrar to register title to
the property subject to a restriction in relation to the property to the following effect:-
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8
“No disposition or dealing of the registered estate by the proprietor of the
registered estate or by the proprietor of any registered charge is to be
registered without a written consent signed on behalf of the Church
Commissioners for England of care of the Official Solicitor to the Church
Commissioners, The Legal Office, Church House, Great Smith Street, London
SW1P 3NZ by their Secretary or conveyancer”
17(f) The seller will consent to a cancellation of the terms of the said restriction in
relation to the whole or any part of the property where upon a disposition or dealing
the provisions contained in subclauses 17(a) to 17(c) inclusive have been complied
with in relation to the whole or (as the case may be) that part of the property
17(g) The seller will consent to a cancellation of the said restriction after the
termination date.]
Charities Act 2011
[18.] The property is held by a non exempt charity but this disposition is one falling
within 117(3)(a) of the Charities Act 2011.
Contracts (Rights of Third Parties) Act 1999
[19.] Save as expressly provided herein, none of the provisions of this Agreement is
intended to or will operate to confer any benefit pursuant to the Contracts (Rights of
Third Parties) Act 1999 on a person who is not named as a party to this Agreement
[20.] This agreement is personal to the Buyer and is not capable of being assigned,
charged or mortgaged the Seller will not transfer the property other than as a whole
and to the person or body named as the Buyer in this agreement.
[21.] The headings to the clauses in this Agreement are for ease of reference only
Signed on behalf of the seller
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Signed by the buyer
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