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PRECEDENTS (a).

day of

184,

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Parties.

Agreement for sale and purchase. Parcels.

I.-AGREEMENT for the Sale of FREEHOLDS with

the usual stipulations (6). AN AGREEMENT made the BETWEEN [rendor], of &c. (hereinafter referred to as the vendor), of the one part, and [purchaser], of &c. (hereinafter referred to as the purchaser), of the other part, Whereby it is agreed as follows, that is to say :-

1. The vendor shall sell, and the purchaser shall purchase, for the sum of £- All that freehold piece or parcel of land containing by admeasurement

acres, roods,

perches, or thereabouts, situate in the parish of in the county of --, formerly in the occupation of A. B., and now of C. D., and bounded on the north by land of E. F., and on the east by the high road from X. to Y., and on the south &c., and which said premises hereby agreed to be sold are described and delineated in the apportionment of tithe rent-charge for the parish of aforesaid, and in the map therein referred to, and therein respectively numbered

and the inheritance fee-simple of and

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Arrangement (a) The following Precedents of Agreements, numbered from of precedents. I. to XXVI., relate for the most part to dealings with land and in

terests in land; the remaining precedents relate to miscellaneous transactions, and are arranged, as far as possible, alphabetically

under headings denoting the subject-matter of each agreement. Sale of land.

(6) The law relating to conditions of sale of land will be treated of in a connected form under the title, CONDITIONS OF SALE; see also ABSTRACTS, ante, pp. 52 et seq. The precedents under the title, CONDITIONS OF SALE, will furnish forms of stipulations which may be adopted in private agreements, according to the circumstances of the particular transaction. In this precedent the obligations and rights of the parties as regards title, evidence of title, and production of documents are left to be regulated and determined by the provisions of the Vendor and Purchaser Act, 1874, and

the Conveyancing Act, 1881; for special stipulations on these points, vide infra, PRECEDENT, II.

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abstract.

in the same premises in possession, free from incum- I. Sale of

Freeholds. brances (c). 2. The vendor shall within

days from the date Delivery of thereof, at his own expense, deliver to the solicitor of the purchaser an abstract of his title to the premises. 3. The purchaser shall make in writing and deliver to the Delivery of

requisitions. solicitor of the vendor his objections and requisitions (if any), to the title shown by the abstract within days after

(c) If there are any incumbrances affecting the property, add :

or

rent.

“except such as are mentioned in the schedule hereto Schedule of annexed.”

incum

brances. a fee farm rent payable to the lord of the manor of

Fee farm out of the said premises only excepted.” or “a mortgage of the said premises by indenture dated Mortgage. the day of 18—, and expressed to be made between [parties] for securing the payment of the sum of £ and interest only excepted : And which sum of £- and the interest thereon from the

day of

now next it is hereby agreed shall be paid and discharged by the purchaser, who shall indemnify the vendor therefrom ;"

or “except an annuity, or rent-charge, of £ pay- Annuity. able to

for his life, out of the said premises, and secured by indenture dated, &c., and made, &c., and the term, estate and interest thereby created only excepted ; And which annuity (or rent-charge), from, &c." (as above).

or "other than and except such leases for twenty-one or Leases. any lesser number of years, as the vendor has already granted of the said premises, or any part thereof, at full improved rents reserved, to be payable yearly or oftener, during the continuance of the estates granted by the same leases respectively [or “other than and except the leases or agreements in writing for leases of the present tenants or occupiers of the said premises,”'] the counter-parts or copies whereof respectively have been produced to the solicitor of the purchaser, and of the contents of which the purchaser shall accordingly be deemed to have notice.”

A purchaser is not bound to ascertain from the tenant the terms of his tenaney : Caballero v. Henty, L. R , 9 Ch. 447, ante, p. 94.

I. Sale of delivery thereof; And all objections and requisitions which Freeholds.

shall not be made and sent as aforesaid within the time specified, shall be deemed to have been waived (and for this

purpose time shall be of the essence of the contract]. Requisitions 4. In case the purchaser shall make any objection to, or insisted on may entitle requisition on the title, which the vendor shall from any vendor to rescind (d).

cause, or on any grounds whatever, be unable or unwilling to answer or comply with, the vendor shall be at liberty (notwithstanding any attempt to answer or comply with such objection or requisition, or any previous or pending negotiation or litigation), at any time to rescind the sale. In that event the vendor shall return the deposit, but the purchaser shall not be entitled to any interest, costs, or compensation,

or other payment whatsoever. Errors, &c. 5. The admeasurements and descriptions of the property not to annul sale, but to be are believed, and shall be assumed, to be correct. If any missubject of

statement, error or omission (not relating to such admeasurements and descriptions), shall be discovered affecting the nature or value of the premises, the same shall not annul the sale, but if it shall have been pointed out before the completion of the purchase (e), and not otherwise, compensation

compensation.

(d) See as to this stipulation, Hoy v. Smythies, 22 Beav. 510; Hudson v. Temple, 29 Beav. 536; S. C., 30 L. J., N. S. 251; Duddell v. Simpson, L. R., 2 Ch. 102 ; Gray v. Fowler, L. R., 8 Ex. 249; Mawson v. Fletcher, L. R., 6 Ch.91 ; Powell v. Powell, L. R., 19 Eq. 422; Bowman v. Hyland, 8 Ch. D. 588; Re Jackson and Oakshott, 14 Ch. D. 851. These and other cases will be fully considered in a subsequent volume of this work, sub. tit. CoxDITIONS OF SALE.

(e) On the question as to whether, in the absence of express stipulation, compensation can be claimed after completion of the purchase, there is some conflict of decision. Malins, V.-C., decided that it could not be so claimed in the absence of fraud : Manson v. Thacker, 7 Ch. D. 620 ; Besley v. Besley, 9. Ch. D. 103 ; Allen v. Richardson, 13 Ch. D. 524. But Jessel, M. R., expressly refused to adopt this view in Re Turner and Skelton, 13 Ch. D. 130. In the later case of Brett v. Clouser, 5 C. P. D. 376, Denman, J., cited with approval, and followed the decisions of the learned Vice-Chancellor. And in the recent case of Joliffe v. Baker, 11 Q. B. D. 255, Watkin-Williams, J., who delivered the judgment of the Court, after elaborately reviewing the decided cases bearing on the subject, said, at P.

269: “ After the purchaser has taken a conveyance, and the purchase-money has been paid, no action can be maintained either at law or in equity for damages or compensation on account of errors as to the quantity or quality of the subject-matter of the sale, unless on account thereof shall be allowed or given by the vendor or I. Sale of

Freeholds. purchaser, as the case may require, such compensation to be settled (in case of difference), by two referees or an umpire in manner following, that is to say: within --- days after notice of the mis-statement, error or omission, shall have been given, the vendor shall appoint one referee by writing, and the purchaser shall appoint another referee in like manner, and the referees so appointed shall, before they commence their reference, appoint an umpire in writing; and the decision of such two referees as aforesaid, if they agree, and of such umpire as aforesaid, if they disagree, shall be final : PROVIDED ALWAYS, that if either the vendor or the purchaser shall neglect or refuse to appoint a referee within the time specified, the referee appointed by the other party or parties shall make a final decision alone. 6. The purchaser shall on the

day of

, Completion of 18—, pay the purchase-money at the office of the solicitors purchase and

conveyance of of the vendor, in street, and the purchase shall be the prothen and there completed, and thereupon the vendor and all perty (S). other necessary parties (if any) will on the said day of

make and execute a proper conveyance of the premises to the purchaser. Such conveyance shall be prepared by and at the expense of the purchaser, and shall be left not less than days before the said for the approval of the solicitors of the vendor at their said office.

7. The vendor shall retain all deeds and other documents Vendor to which relate as well to other property as to the property retain muni,

ments of title

day of

such error amount to a breach of some contract or warranty contained in the conveyance itself, or unless some fraud or deceit has been practised on the purchaser." See also Sugd. Vend. 235, 251; Dart, V. & P. 736. The question being thus far from settled, it is well to place it beyond doubt by express stipulation, as in the text.

( By the Conveyancing and Law of Property Act, 1881, sect. 4, it is enacted that:

(1.) “Where at the death of any person there is subsisting a Completion of contract enforceable against his heir or devisee, for the sale of contract after the fee simple or other freehold interest, descendible to his heirs death. general, in any land, his personal representatives shall, by virtue of this Act, have power to convey the land for all the estate and interest vested in him at his death, in any manner proper for giving effect to the contract."

(2.) conveyance made under this section shall not affect the beneficial rights of any person claiming under any testamentary disposition, or as heir or next of kin of a testator or intestate.”

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other pro

the pur

I. Sale of

agreed to be sold, and shall give to the purchaser a statutory Freeholds.

acknowledgment of the right of the purchaser to production relating to

of such deeds and documents, and to delivery of copies perty. thereof, and also a statutory undertaking for the safe custody

thereof.

8. The rents (or possession (9)] of the premises shall be Receipt of rents and

received (or retained (9)], and all rates, taxes, and outgoings,
discharge of
outgoings.

payable for or in respect thereof, shall be paid by the vendor
up to the said

day of

and as from that date the rents [possession) shall be taken by the purchaser, who shall thenceforth pay all the rents, taxes, and outgoings; and such rates, taxes, and outgoings shall, if necessary, for the

purpose of this stipulation be apportioned. If purchase 9. If from any cause whatever the purchase shall not be not completed on day apcompleted before the said

- day of

pointed, pur- chaser shall as from that day pay interest for the said purchaseChaser to pay interest (h).

(9) The words in brackets will be used where the property is

in the vendor's own occupation. If abstract (h) The following clause may be inserted where completion by should not be a stated time is material:delivered and title declared If the vendor should not deliver an abstract of his title as within a

herein before is mentioned before the expiration of
stated time,
agreement days from the date hereof, or should not deduce a good and
to be void.

marketable title to the said messuage and premises before the
said

then and in either of the said
cases immediately after the expiration of the said
days, or on the said

day of

this present agreement shall at the option of the purchaser be void to all intents whatsoever, and time shall for this purpose be of the essence of the contract.

1

day of

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Time the essence of contract.

So also time may, if desired, be made of the essence of the contract, in case the purchase-money be not paid at the date appointed; but of course clauses making agreements void if a title be not made, or if the purchase-money paid by a stated time, should never be inserted, unless it be the express intention of the parties. See further, as to time being of the essence of the contract, post, sub. tit. CONDITIONS OF SALE.

It is now settled, after much question, that, if it clearly appears to be the intention of the parties to an agreement that time shall be deemed of the essence of the contract, it must be so considered in equity: Sugd. Vend. 268.

It is well established that the stipulation that the purchaser shall pay interest if the purchase is not completed by a fixed day

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