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Michael Holly
Michael Holly, Solicitor
Category: Law
Satisfied Customers: 6539
Experience:  I have 20 years of experience as a solicitor in litigation and other areas
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Hi, We have an agreement that appears to have been made

Customer Question

Hi,

We have an agreement that appears to have been made against our property. It was made by the previous owners with a major landowner(their property surrounds us and they sold the property to our predecessors) giving them first refusal if they ever sold. We subsequently bought the property and the issue was not raised during conveyancing. This was all over 10 years ago. We now wish to sell. The landowner has changed and is hostile towards us. We believe that the terms of the agreement are punitive and we do not wish to comply with the agreement. We would , however, sell to the landowner if we got a fair price.
There is a clause in the agreement that we think/hope has made the agreement void when we bought the property.

The wording is:
‘If the Grantees do not serve the Option notice within the time prescribed in Clause 3 or if having done so they do not serve the Purchase order within the time prescribed in Clause 5 then the owners may deal with or Dispose of the property in such manner as they see fit free in all respects from the rights of the Grantees who shall forthwith effect the cancellation of any Entry which they may have had caused to be made under the Land Registry Act 1925 the Land Charges Act 1925 or any enactments amending or replacing the same in respect of their rights hereunder’
There appears to be nothing in the land registry.
Submitted: 3 years ago.
Category: Law
Expert:  Michael Holly replied 3 years ago.

When you say that the terms of the agreement are punitive what are the terms of the agreement?

Yours sincerely

Customer: replied 3 years ago.

Hi Michael,


 


I am happy to send you the full text of the agreement but I don't want to put it in the public domain. Is there not some way I can send it direct to your email?


 


Yours sincerely


 

Expert:  Michael Holly replied 3 years ago.

Hi Jane

I am not allowed to give my e mail address under site rules but you can send it to Customer Services and they send to me at my private address. That way it stays out of the public domain.I would like to see it as various issues arise such as whether it was purely a private agreement that does not bind the land, whether any consideration (price) was given for it and whether, in order to be effective, it should have been registered.

I have had many enclosures sent this way and they are pretty quick so I should get it by tomorrow.

Yours sincerely

Michael

Customer: replied 3 years ago.

Hi Michael


 


I have sent it via customer services as suggested


 


Yours sincerely


 


Jane

Expert:  Michael Holly replied 3 years ago.

Dear XXXXX

Thank you.

Unless there are any other queries ,I will come back to once I have read it and have put together an answer for you.

Yours sincerely

Michael

Customer: replied 3 years ago.

An Agreement made the l8th day of October 1990 BETWEEN
XXXXXXXXX of XXXXXXX ("the Owners") of the one part and XXXXXX of the other
part:-
WHEREBY IT IS AGREED as follows:-
1. In this Agreement where the context so admits the expression "the
Property" shall mean the property described in the Schedule hereto or any
part or parts thereof and the expression "the Grantees" shall include the
Grantees or the survivor of them or their successors in title to the property
known as XXXXXXX and words importing the singular number shall include the
plural number and where there are two or more individuals included in the
expressions "the Owners“ or "the Grantees" the covenants herein contained
or implied shall be deemed to be made by such persons jointly and severally

2. IN consideration of the sum of ONE POUND (£l.) now paid by the Grantees
to the Owners if the Owners shall desire to sell or otherwise dispose of the
Property the Owners shall before dealing or entering into negotiations with
any third party give written notice ("the Offer Notice") of such desire to
the Grantees and in the Offer Notice shall make an irrevocable offer to sell
the Property to the Grantees on the terms of this Agreement and for the
consideration to be determined as hereinafter provided. The Offer Notice
shall specify by reference to a plan the part of the Property offered (if
less than the whole). The Offer Notice shall be given in duplicate and both
copies shall be signed by the Owners

3. If within Fourteen days of the service of the Offer Notice the Grantees
shall give notice in writing ("the Option Notice") to the Owners of their
desire to purchase the Property by signing and returning to the Owners one
copy of the Offer Notice then the following terms shall take effect –

4. THE Owners and the Grantees shall appoint an independent qualified
Surveyor to make a Valuation of the Property in the open market and with
vacant possession at the time of the service of the Option Notice such
Valuation to be binding on both parties and at their joint expense and such
appointment to be made by agreement between the parties or in default of
agreement by the President for the time being of the Royal Institution of
Chartered Surveyors at the request of the first of them to apply

5. IF not more than Fourteen days after the value of the Property is
determined as aforesaid the Grantees give notice in writing (hereinafter
called "the Purchase Notice") to the Owners of their intention to proceed
with the purchase of the Property accompanied by payment of a deposit of 10%
of the value of the Property so determined which deposit shall be paid to the
Owners' Solicitors as stakeholders then the Grantees shall be entitled to a
Conveyance or Transfer of the Property together with and subject to the
rights exceptions and reservations agreement and declaration and covenants
contained or referred to in a Conveyance of even date herewith

6. THE price for the Property shall be a sum equal to the value thereof
determined as aforesaid
7. THE date for completion of the sale and purchase of the Property shall be
Forty two days from the date of service of the Purchase Notice and vacant
possession of the Property shall be given on completion

8. THE Owners shall convey as beneficial owners

9. TITLE shall commence with a Conveyance on Sale dated 11th October 1960

10. THE National Conditions of Sale (Twentieth Edition) shall be deemed to be
incorporated herein insofar as they are not varied by or inconsistent with
the express terms hereof save that the prescribed rate of interest shall be
4% above National Westminster Bank Plc base lending rate from time to time

11. IF the Grantees do not serve the Option Notice within the time prescribed
by Clause 3 or if having done so they do not serve the Purchase Notice within
the time prescribed by Clause 5 then the Owners may deal with or dispose of
the Property in such manner as they think fit free in all respects from the
rights of the Grantees who shall forthwith effect the cancellation of any
Entry which they may have caused to be made under the Land Registration Act
1925 the Land Charges Act 1925 or any enactments amending or replacing the
same in respect of their rights hereunder

12. ANY dispute arising between the Owners and the Grantee in respect of this
Agreement or the interpretation meaning or effect thereof shall be referred
to arbitration in accordance with the provisions of the Arbitrations Act 1950
to 1979 the Arbitrator to be agreed by the parties hereto or in default of
such agreement appointed on the application of either party by the President
for the time being of the Royal Institution of Chartered Surveyors
AS WITNESS the hands of the parties hereto the day and year first before
written
THE SCHEDULE
ALL THAT piece or parcel of land TOGETHER WITH the dwellinghouse erected
thereon known as xxxxxxxxxxxx As the same is more particularly described in a
Conveyance of even date herewith made between

Expert:  Michael Holly replied 3 years ago.

Dear XXXXX

Thank you. Several observations.

Firstly the deed is intended to bind succeeding owners of both land so it is not simply personal to the owners at the time. Consideration , £1.00, was given for the previous owners of your property to sign it. The property can be bought at market value so it is really an option to purchase with no other benefit.

I am concerned that this option was not mentioned when you purchased.I want to check whether to be enforceable it should have been registered at the Land Registry.Once I have done this I will come back to you further.

Yours sincerely

Michael

Customer: replied 3 years ago.

Dear XXXXX,


 


Thanks for your response. That is disapointing as we thought that clause 11 may mean that the landowner and successors only gets one bite at the cherry. We are concerned that we could end up in a long wrangle over the appointment of the surveyor. Unfortunately the landowner has considerable resources and influence and is extremely hostile to us! We have had several valuations, one by a qualified suveyor and would be unhappy if we did not get somewhere close to his valuation.


 


Anyway we will await your response re the land registry.


 


Yours sincerely,


 


Jane

Expert:  Michael Holly replied 3 years ago.

Dear XXXXX

Firstly apologies for the delay in repklying information on this specific pint was hard to find

However the news is good.In order for you to be affected by the option to purchase the owner of the option should have registered it at the Land Registry as a C (vi) land charge.

The fact that it did not show up when you bought means that either he failed to register it, in which case you took the land free of it or your solicitor missed it which seems unlikely.

To be sure you can get a copy of your title from the Land Registry (called office copy entries) just to check whether it is there and ,if so, whether it pre-dates your purchase.A local solicitor can do this for a small fee or you can do it yourself.

Yours sincerely

Michael

Michael Holly, Solicitor
Category: Law
Satisfied Customers: 6539
Experience: I have 20 years of experience as a solicitor in litigation and other areas
Michael Holly and other Law Specialists are ready to help you
Customer: replied 3 years ago.

Dear Michael,


 


Thank you for your help. We have a copy of our title and it definately does not include the agreement. It does mean that at the very least we have more leverage regarding price.


 


Many thanks,


 


Jane

Expert:  Michael Holly replied 3 years ago.

Dear Jane

You are completely free of the option to purchase and as such can ignore it if you wish to.

Yours sincerely

Michael

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