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Standard Conditions of Sale

A Conveyancer's Guide

FROM £54.00

An invaluable guide to the requirements for a legally binding contract

 Listen to Frances Silverman discuss developments within the new eight edition of her book Standard Conditions of Sale.

"clear and comprehensive commentary...an invaluable guide for conveyancers and property lawyers"
 Council of Licensed Conveyancers

 This popular and well-established work guides the reader through the requirements
 for a legally binding contract for the sale of land in England and Wales and provides a
 detailed commentary on the Standard Conditions of Sale, which normally forms
 the basis of the contract.

Written by a leading author in the subject, this new edition provides clear and comprehensive
 commentary on a number of new developments including:
  • Fifth edition of the Law Society’s Standard Conditions (2011)
  • New editions of Protocol and related documentation which affects residential
  • Major changes introduced by the Solicitors Code of Conduct (2011)
  • New edition of the RICS Auction Conditions
  • Significant changes to mortgage practice by changes to CML Handbook and introduction of BSA Mortgage Instructions
  • General and significant alterations caused by new statute and case law
This book will be essential reading for conveyancers, property lawyers and surveyors.
  • Tables and Checklists
  • Definitions
  • The Standard Form of Contract
  • Service and Delivery of Documents
  • Disclosure of Incumbrances
  • Grants and Reservations
  • Identity of the Property
  • Misrepresentation
  • Title
  • Chattels
  • Deposit
  • Insurance
  • Exchange of Contracts
  • Requisitions on Title
  • Possession Before Completion
  • The Purchase Deed
  • Completion
  • Late Completion
  • Remedies
  • Tenanted Property
  • Sales of Part
  • Leaseholds
  • Auctions
  • Commonhold
  • Special Circumstances
  • Appendix 1: The Standard Conditions of Sale (5th edition)
  • Appendix 2: The Standard Commercial (2nd edition)
  • Property Conditions
  • Appendix 3: The Common Auction Conditions (3rd edition)
"clear and comprehensive commentary...an invaluable guide for conveyancers and property lawyers"
Council of Licensed Conveyancers
Some seven years seem to have passed (very quickly) since the publication of
 the seventh edition of this book. During this period the Home Information
 Pack has both come and gone, Commonhold is dying a lingering death and the
 property market has experienced some of the greatest peaks and troughs in
 living memory.

 This new edition deals principally with the changes effected by the fifth edition
 of the Standard Conditions of Sale and the significant changes in law and
 practice which have occurred since publication of the last edition. Home
 Information Pack references have been removed and references to the Law
 Society Conveyancing Protocol (2011) reduced since practitioners who use the
 Protocol will recognise that its steps are primarily directed at practical
 procedural steps rather than legal issues. The use of the Standard Conditions
 of Sale remains compulsory however in cases where the Protocol is used. While
 acknowledging that Commonhold is an uncommon type of tenure, the chapter
 on this topic has been retained purely because the Standard Commercial
 Property Conditions still contain a condition dealing with this subject.

 Although most practitioners will refer to such books as the Law Society’s
 Conveyancing Handbook to resolve problems on law and practice it has been
 decided to retain in this edition some useful small passages of background law
 which are not commonly dealt with in other standard conveyancing texts. The
 primary purpose of the book however, remains to provide practitioners with a
 clear and comprehensive commentary on the conditions of sale.

 As always, I ask readers to assume that the use of the masculine pronoun in the
 text should read ‘he or she’ on the understanding that no disregard or
 disrespect is intended by this single sex form of address. To use both forms of
 address on every occasion where it occurs in the text would have lengthened the
 text immeasurably and thus have added unnecessary expense to the costs of

 Similarly, and for the same reasons, I have not written ‘licensed conveyancer or
 solicitor’ on every occasion where such a phrase might have been desirable and
 I hope that licensed conveyancers will indeed use this book and find it relevant
 and helpful to the work which they do.

 I acknowledge with thanks the permission of the Law Society and Solicitors
 Law Stationery Society plc to reproduce the text of the Standard Conditions of
 Sale in this book, and to the Law Society for their permission to reproduce the
 Standard Commercial Conditions. My thanks are also extended to the Royal
 Institution of Chartered Surveyors who have given their permission for the
 reproduction of the Common Auction Conditions.

 I am also grateful to the staff at Jordans for their help and encouragement and
 without whose patience this edition would not have seen the light of day.
 The law is stated as at 1 May 2013.

     Frances Silverman,
     West Sussex
     1 May 2013

Chapter 1

 1.1 The Standard Conditions of Sale are intended to form the basis of most contracts for the sale of land in England and Wales. They are primarily designed for use in the context of residential property but can also be used for small business transactions. They were first published in March 1990 concurrently with the Protocol for domestic conveyancing promulgated by the Law Society; and the fifth edition, on which this book is based, came into operation on 1 April 2011. A checklist of the 5th edition of the Conditions and their time limits appears at 1.5.
 1.2 The Standard Conditions of Sale are drafted in modern English so that they can easily be understood by all those who use them, including clients. The order in which the conditions are presented reflects the order of events in a normal conveyancing transaction. The order in which the conditions are discussed in the following chapters also follows the order of events in a normal
 transaction, except that, for ease of reference, conditions which deal with particular circumstances, such as leasehold property and sales of part, have been grouped together in separate chapters towards the end of the book.
 1.3 The first edition of the Standard Commercial Property Conditions was published jointly by the Law Society and Oyez in May 1999 in response to concern in the solicitor’s profession that the Standard Conditions of Sale were inappropriate to deal with the requirements of a commercial property transaction. The Standard Commercial Property Conditions are therefore designed to meet this need. They are based on the existing Standard Conditions, and follow the same broad numbering and order of those conditions, but have been adjusted and adapted to reflect the requirements of commercial transactions. In many cases the wording of the two sets of conditions is identical and users will therefore have little difficulty in familiarising themselves with the new conditions. In other cases the wording and numbering of sub-clauses in the Standard Commercial Property Conditions differs slightly from that which appears in the Standard Conditions. Care therefore needs to be exercised when dealing with amendments to the Standard Commercial Property Conditions to ensure that the correct sub-clause is deleted or amended in a contract. The main difference between the Commercial Conditions and the Standard Conditions lies in the way in which compensation for late completion is dealt with. In relation to late completion, the concept of relative fault used in the Standard Conditions has been abandoned in favour of the traditional approach, namely, that only the buyer pays compensation for late completion. A comparative table of the Standard Commercial Property Conditions and the Standard Conditions appears at 1.8 below. Commentary on the Standard Commercial Property Conditions appears in each chapter under the relevant subject topic. The current edition of Commercial Conditions is the second edition which came into effect on 1 June 2004.
 The Protocol

 1.4 The Protocol for domestic conveyancing was introduced by the Law Society in March 1990 with a view to simplifying and standardising the procedures involved in domestic conveyancing. The current version called the ‘Law Society Conveyancing Protocol’ took effect on 1 April 2011. Its use is mandatory for firms who are accredited under the Law Society’s Conveyancing Quality Scheme and is preferred practice in other cases involving residential property. Use of the Standard Conditions of Sale is an obligatory requirement of the Protocol. Requirements of the Protocol are reflected in the drafting of the Standard Conditions.
 1.5 Checklist of Standard Conditions of Sale (5th edition) and comparison with 4th edition (see publication)
 1.6 The fifth edition of the Standard Conditions contains few major changes to the previous edition but has been generally updated to reflect current law and practice.
  • The most significant change is the reversion in Condition 5.1 to the conventional position on insurance so that, reflecting both the common law and standard practice, the buyer is usually required to assume responsibility for the property from the time of exchange of contracts.
  • A new provision appears in Condition 1.6 dealing with third party rights.
  • The provision previously found in Condition 3.4 which purported to deal with easements and reservations on a sale of part has been omitted from the new edition.
  • The wording of the now defunct Condition 3.4 was generally considered inadequate to deal with the parties’ rights and obligations on a sale of part which were invariably dealt with by specially drafted clauses in the contract. That being so, its demise will not be missed.
  • Similarly, the omission from the new edition of a condition relating to commonhold cannot be regarded as a great loss since so few properties have been developed using this form of tenure.
  • ‘Chattels’ have been re-defined as ‘contents’ in the new edition and any payment for contents over and above the price of the land is now excluded from the calculation of the 10% deposit payable on exchange of contracts.
  • Rescission as a named remedy (formerly 4 Standard Conditions of Sale: A Conveyancer’s Guide Condition 7.2) has been removed and the parties’ remedies are separately dealt with in separate sub-clauses of Condition 7.
  • As has been the case in previous editions of the conditions, the calculation of compensation for late completion remains based on the concept of relative fault, and in this respect the Standard Conditions adopt the converse position to both the common law and the Standard Commercial Property Conditions.
  • The new edition of the conditions removes the obligation on the seller to provide a statutory declaration in relation to ownership of boundaries (formerly Condition 4.7).
  • A new Condition 4.7 requires the seller to supply the buyer with the necessary documentation in situations where the property owner is required to be a member of a company. This typically occurs in leasehold cases where the long leaseholder is obliged to be a member of the management company or freehold company which owns the common parts of the estate.
  • There have also been some minor adjustments both to the wording and the numbering of sub-paragraphs and it is advisable to check the exact reference to a sub-condition in the new edition before inserting a special condition which purports to vary or exclude it.

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