date [date] Parties 1 [name of Seller] in administration incorporated in England and Wales (company registration number [number]) whose registered office is at [address] (Seller) acting by [any one of] its [joint] administrator[s], [name of (first) administrator] (Insolvency Practitioner) [of [address] OR [and [name of joint administrator] (Insolvency Practitioner) [both] of [address]] ] (administrator [s]) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer of the Property is actually completed; Buyer’s Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number[number] at [date of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] [or, if later, [5] working days after the Consent is obtained]; [Consent • written consent to the Transfer (satisfying the requirements of the Lease) from the Landlord [and, if required, from the Superior Landlord];] Deposit • [number]% of the Price; [Employees • the

The Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (FTE Regulations 2002), SI 2002/2034 contain a mechanism, derived from the Fixed-term Work Framework Directive for converting fixed-term contracts into permanent contracts in certain situations. The way the FTE Regulations achieve this is to state that the provision of any employment contract that restricts the contract's duration shall be of no effect, and the employee employed under it shall be a regarded in law as a permanent employee, where the following conditions are all satisfied: • the employee is employed under a contract that purports to be a fixed-term contract • either: ◦ that purported fixed-term contract has been renewed (or extended)

Transfer of a going concern 1 The Seller and the Buyer intend that the sale and transfer of the Property in accordance with the terms of this Agreement will constitute the transfer of a business or part of a business as a going concern pursuant to section 49(1) of the Value Added Tax Act 1994 (VATA 1994) and article 5 of the Value Added Tax (Special Provisions) Order 1995, SI 1995/1268, so that the transfer of the Property is properly regarded as neither a supply of goods nor a supply of services for the purposes of VAT. 2 The Seller warrants and undertakes to the Buyer that: 2.1 it, or the representative member of the VAT group to which the Seller belongs is duly registered for the purposes of VAT with registration number [insert registration number] and it will not cause or permit such registration to be cancelled on or before Completion; 2.2 it, or the representative member of the VAT group to which the Seller belongs, has made a valid and effective option to tax in relation to

This Practice Note details the effect of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 on the ability to vary or change terms and conditions of employment. See Practice Note: TUPE—the pre-January 2014 position [Archived]—Variation of contract terms for information on the position for cases where: • the relevant transfer under TUPE 2006 took place before 31 January 2014, or • the purported variation was agreed before 31 January 2014 (or, in a case where the purported variation was not agreed, it started to have effect before that date) This Practice Note contains references to case law of the Court of Justice of the European Union (CJEU). For guidance on whether judgments of the CJEU are binding on UK courts, see Practice Note: Assimilated law—Assimilated case law. EU-derived laws, such as much of TUPE 2006, that have been made to implement UK obligations under EU law (such as the obligation to implement Directive 2001/23/EC, the Acquired Rights Directive (ARD)), are assimilated law. For further information, see Practice

We have assumed that Parties A and B are individuals and not businesses. Establishing a contract In the simplest terms, the key requirements for the formation of a contract are for an offer to be made, that offer must have been accepted, valuable consideration must have been given for the promises being made, and the parties must intend to enter into a legal relationship with one another. Contracts made orally are known as ‘simple contracts’, in which the agreement between the parties is a question of fact, determined by extrinsic evidence. In this situation, the verbal agreement must fulfil the key requirements for the formation of a contract in order to establish whether there is a breach for non-payment and the various remedies (including bailment) for the outstanding fees. Further information on the formation of a contract an be found

Are title clauses just standard ‘boilerplate’? Many commercial property contracts will deal with title matters in a similar way and often there is little scope or need to amend the clauses if the title is straightforward and nothing bespoke is required. However, it is important to be clear on the effect of the clauses, the legal background, how they apply in particular scenarios and their interaction with the buyer’s due diligence. Key legal principles for sellers and buyers of property We consider here the fundamental legal principles of the buyer-seller relationship. Implied obligation selling free from encumbrances There is an implied obligation that the seller is selling a freehold estate free from encumbrances. This can only be rebutted in three ways: • by express contractual provision • if the buyer knows (actual knowledge) that there is an irremovable encumbrance, or • if there is a patent (ie visible) defect in title (although this is overridden if the seller expressly agrees to sell free from encumbrances) Seller’s duty to disclose latent defects Buyers are

The flowchart below summarises the key steps required in order for an employer to be able to claim or deduct

date [date] Parties 1 [name of First Party] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (First Party) 2 [name of Second Party] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Second Party) 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Completion Date • [date]; [Equality Money • £[amount in figures] ([amount in words] pounds);] First Party's Solicitors • [name] of [address] (reference: [details]); First Property • the [ freehold OR leasehold] property known as [description] [registered at HM Land Registry under title number [title number] OR more particularly described in a conveyance dated [date] made between [parties] OR [(as shown [edged OR coloured OR hatched OR [colour] on [the [[name]] Plan OR Plan [number] OR ]; [First Property Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of [title number] at [date of official copy entries];] First Property Transfer • the transfer

The relevant special condition is as follows: ‘Each occupier identified below agrees with the seller and the buyer, in consideration of their entering into this contract, that the occupier concurs in the sale of the property on the terms of the contract, undertakes to vacate the property on or before the completion date and releases the property and any included fixtures and fittings and contents from any right or interest that the occupier may have.’ The occupiers being all those persons in occupation of the property other than the vendor(s) and anyone occupying under a lease or a tenancy to which the sale is subject sign the property in order to give the undertaking

This Q&A assumes that the contract was signed via DocuSign (and lost since the envelope is then cleared every six months), and that the query relates to a general commercial transaction between businesses and does not relate to real property. According to the Law Commission’s 2019 Report, an electronic signature is capable in law of being used to validly execute a document (including a deed), provided the person signing the document intends to authenticate the document and any formalities relating to the execution of that document are satisfied. Many types of document are signed electronically using electronic signature platforms such as Docusign or Adobe. Assimilated Regulation (EU) 910/2014, on electronic identification and trust services for electronic transactions in the internal market (the UK eIDAS regulation) and section 7 of the Electronic Communications Act 2000 deal with the evidential validity of electronic signatures. For more information, see Practice Note: Electronic signatures. Although electronic signature platforms commonly store a digital

It is assumed that the main contractor is a company, so a CVA (rather than IVA) is proposed. Although the supervisor of a CVA has no power to disclaim an unprofitable contract (cf the power of a liquidator to disclaim under section 178 of the Insolvency Act 1986), a CVA could be drafted to bind unsecured creditors, including those with a claim for damages resulting from breach of contract. A judgment under an adjudication procedure would also be treated as an unsecured claim. For further reading, see Practice Note: In what circumstances can a CVA be