A review of Standard Commercial Property Conditions (Second Edition) and practical tips

The following Property practice note provides comprehensive and up to date legal information covering:

  • A review of Standard Commercial Property Conditions (Second Edition) and practical tips
  • Agreements for sale of commercial property
  • Part 1 and Part 2 conditions
  • SCPC 1.1.1(e)—contract rate
  • SCPC 1.1.4(a)—Part 2 conditions
  • SCPC 1.3—notices
  • SCPC 1.4—VAT
  • SCPC 1.5—assignment and sub-sales
  • SCPC 2.2—deposit
  • SCPC 3.1—incumbrances
  • More...

A review of Standard Commercial Property Conditions (Second Edition) and practical tips

Agreements for sale of commercial property

The Standard Commercial Property Conditions (First Edition) were published in May 1999. At that stage it had become clear that the Standard Conditions of Sale required considerable amendment to meet the realities of a commercial property transaction, particularly with regard to insurance, passing of risk and late completion. The Second Edition (2nd edition—Encyclopaedia of Forms and Precedents vol 38(1)) came into force on 1 June 2004 and these conditions are incorporated into many contracts for the sale and purchase of commercial property (although note that the current edition is the Third Edition—2018, which was published on 27 April 2017). However, it is extremely rare for the SCPCs to be incorporated unamended. Most contracts exclude a number of conditions and substantially amend others.

Part 1 and Part 2 conditions

Part 1 comprises SCPCs 1–12 and covers the main terms of the contract, such as incumbrances affecting the property, title, insurance and completion. The Part 2 conditions only apply if expressly incorporated into the contract and cover VAT, Transfers as a Going Concern (TOGCs), capital allowances and rights of first refusal under Landlord and Tenant Act 1987.

SCPC 1.1.1(e)—contract rate

This condition defines the contract rate as the Law Society's interest rate from time to time . It is common for contracts to override

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