Example Missive
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Dear Sirs,
On behalf of and as instructed by our client, John Smith, residing at 1 White Street, Glasgow (hereinafter referred to as "the Purchaser") we hereby offer to purchase from your client, the proprietor, James Brown, (hereinafter referred to as "the Seller") the detached dwellinghouse known as Number 2 Amber Grove, Edinburgh together with the ground pertaining thereto, the garage and whole other erections thereon, the fixtures and fittings therein and thereon and the pertinents thereof (hereinafter referred to as "the Subjects") and that on the following terms and conditions:- |
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| 1. | The price shall be ONE HUNDRED AND FIFTY THOUSAND POUNDS (£150,000) STERLING payable on the date of entry. The Purchaser will be entitled to apportion the price on a reasonable basis between the heritable and moveable property included in the Subjects.
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| 2. | In addition to the heritable fittings and fixtures the following items are also included in the sale:-
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| (a) | All fitted carpets and curtains, the oven, hob and extractor hood, the refrigerator and the washing machine.
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| (b) | The following insofar as they or any of them were in the Subjects when viewed by the Purchaser, all curtain rails and runners; all external and internal light fittings and bulbs but apart from shades, ceiling roses and pendants, wall lights and dimmer switches; all fitted kitchen units; all extractor fans; all fitted bedroom furniture; any gas or electric fires and all fire surrounds; the storage heaters; all venetian/roller blinds; all bathroom fittings and accessories including shower unit, wall cabinet, mirrors, the door bell; any TV aerial(s) and leads therefrom, all telephones which are not the property of British Telecom and the Seller will not cause the telephone to be disconnected; all plants, shrubs and trees in the garden, rotary clothes dryer and burglar alarm and systems and generally all items written in your Schedule of Particulars of Sale.
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| 3. | The Seller warrants that the moveables included in the sale and the central heating system are all his property free of debt or encumbrance and do not depend on any hire purchase or credit sale agreements or the subject of any Court Order.
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| 4. | Entry and actual vacant possession shall be given on 31st December, 2001 or such earlier date as the parties may agree when all the keys of the Subjects including window lock keys and the burglar alarm key and/or security code will be delivered.
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| 5. | (a) | Register of Sasiness
In exchange for the price the Seller will deliver a valid Disposition in favour of the Purchaser or nominees of the Purchaser and will deliver or exhibit a valid marketable title with clear Searches in the Property Register for not less than 20 years or from the date of the last recorded title if such date be earlier and in the Personal Register for the prescriptive period and clear Searches in the Register of Charges against all companies interested in the Subjects within the prescriptive period brought down to a date twenty two days after the company concerned ceased to be infeft in the Subjects. |
| (b) | First Land Registration
In exchange for the price the Seller will deliver a duly executed Disposition in favour of the Purchaser or nominees of the Purchaser and will exhibit or deliver a valid marketable title together with a Form 10 Report brought down to the date of settlement and showing no entries adverse to the Seller's interest and a P16 Report the cost (if any) of the said Reports being the responsibility of the Seller. The Seller will also deliver or exhibit clear Searches in the Register of Charges against all companies interested in the Subjects within the prescriptive period brought down to a date twenty two days after the company concerned ceased to be infeft in the Subjects. In addition the Seller will furnish to the Purchaser such documents and evidence including a plan as the Keeper may need to enable the Keeper to issue a Land Certificate in name of the Purchaser as the registered proprietor of the Subjects and containing no exclusion of indemnity in terms of Section 12(2) of the Land Registration (Scotland) Act 1979. The Land Certificate to be issued to the Purchaser will show no entry, deed or diligence prejudicial to the Purchaser's interest other than such as are created by or against the Purchaser, or have been shown to and accepted by the Purchaser prior to the date of settlement. | |
| (c) | Subsequent Land Registration
There are no outstanding charges, no unduly onerous burdens and no overriding interests which adversely affect the Subjects. In exchange for the purchase price there will be delivered a duly executed Disposition in favour of the Purchaser or nominees of the Purchaser and there will be exhibited or delivered to the Purchaser a Land Certificate (containing no exclusion of indemnity under Section 12(2) of the Land Registration (Scotland) Act 1979) and all necessary links in title evidencing the Seller's exclusive ownership of the Subjects and a Form 12 Report brought down as near as practicable to the date of settlement and showing no entries adverse to the Seller's interest, the cost (if any) of said Report being the responsibility of the Seller. The Seller shall also deliver or exhibit clear Searches in the Register of Charges against all companies interested in the Subjects within the prescriptive period brought down to a date twenty-two days after the company concerned ceased to be infeft in the Subjects. In addition, the Seller will furnish to the Purchaser such documents and evidence as the Keeper may need to enable the interest of the Purchaser to be registered in the Land Register without exclusion of indemnity under Section 12(2). The Land Certificate to be issued to the Purchaser will show no entry, deed or diligence prejudicial to the Purchaser's interest other than such as are created by or against the Purchaser, or, have been shown to and accepted by the Purchaser prior to the date of settlement. | |
| 6. | It is warranted by the Seller, that at the date of conclusion of missives and that at the date of settlement there has been and will be no gratuitous alienation or conveyance for less than the full value of the Subjects within a period of five years prior to the date of settlement. Evidence to this effect will be exhibited prior to the date of entry if requested by the Purchaser.
In the event that there has been a gratuitous alienation or conveyance at less than the full value of the Subjects within the aforementioned period, the Purchaser will be entitled to call upon the Seller to exhibit such evidence as is needed to satisfy the Purchaser that the said Disposition of the Subjects will not be subject to reduction in terms of Section 34 of the Bankruptcy (Scotland) Act 1985. In the event that such evidence cannot be supplied by the Seller, the Purchaser will be entitled at his sole option, to resile from the contract to follow hereon without penalty. | |
| 7. | It is understood that the minerals are included in the sale only insofar as the Seller has right thereto; in the event of the minerals being reserved, the titles contain no rights to enter the surface in favour of the owners of the minerals and make provision for adequate rights of support and payment for any damage caused by mineral workings.
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| 8. | The whole obligations and conditions of the title other than those of a continuing nature have been implemented. There are no conditions or burdens in the title which are unusually onerous for property of the nature of the Subjects. The Subjects are not affected by any servitudes, wayleaves or similar rights.
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| 9. | No alterations or additions to the Subjects have been made which would warrant alteration of the Council Tax. Prior to the date of settlement the Seller will advise of the banding of the Subjects for Council Tax purposes and will advise the Regional Assessor of the change of ownership.
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| 10. | The ground burdens applicable to the Subjects are divided and evidence of redemption valid in terms of the Land Tenure Reform (Scotland) Act 1974 will be delivered at or before settlement.
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| 11. | The responsibility for maintaining the roads, footpaths and any lane and the sewer so far as ex adverso and serving the Subjects has been taken over by the local authority and there are no outstanding obligations in connection with their maintenance. The Subjects are not affected by any road widening or other proposals. The Seller will deliver at or before settlement a Certificate from the proper local authority confirming the position. Should the Certificate reveal any matter which could be reasonably deemed materially prejudicial to the Purchaser's interest in the Subjects, then the Purchaser shall be entitled, but not bound, to resile from the bargain to follow hereon without penalty being due to or by either party, provided that any such intimation is given in writing within five working days of our receipt of the said Certificate.
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| 12. | The Subjects are situated in an area zoned for residential purposes and are not affected by any statutory or other orders or notices by any public authority whether in force or pending and are not adversely affected by any planning proposals. The Subjects are not listed for treatment under the Housing (Scotland) Acts or Building (Scotland) Acts and are not listed as being of architectural or historic interest. The Seller will deliver at or before settlement a Certificate from the proper Local Authority confirming the position. Should it reveal any matter which could be reasonably deemed materially prejudicial to the Purchaser's interest in the Subjects, then the Purchaser shall be entitled, but not bound, to resile from the bargain to follow hereon without penalty, being due to or by either party, provided that any such intimation is made in writing within 7 working days of our receipt of said Certificate.
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| 13. | There are no outstanding obligations in connection with mutual gables, walls, fences or others.
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| 14. | The heating system and all other moveable and/or mechanical or electrical items in the Subjects are included in the purchase and will be in good working order at the date of entry. The Purchaser will be given the opportunity to test and examine the same within 7 working days after the date of entry. Any defects found will be remedied at the Seller's expense provided such defects are intimated by the Purchaser to the Seller or the Seller's solicitors within said period. In the event of any defects being so intimated and the Seller failing to carry out the necessary repairs within 14 days of the intimation then the Purchaser shall have the opportunity of instructing his own tradesman to carry out the necessary remedial work without further reference to the Seller provided always that the Purchaser has received at least two estimates from tradesmen.
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| 15. | The Seller is unaware of any proposals which may adversely affect the value, privacy or amenity of the Subjects and warrants that no orders or notices have been served on the Seller by any neighbouring proprietor or others in connection with any development affecting the Subjects; all statements and representations made to the Purchaser in the negotiations leading up to this offer are true and fair.
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| 16. | The Seller is unaware of any untreated areas of wet rot, dry rot, rising damp, woodworm or other forms of decay whether fungal or caused by wood boring insects or otherwise in or about the Subjects or any part thereof. A valid guarantee enforceable at the instance of the Purchaser will be delivered at settlement for any work or treatment carried out to remedy such affected areas.
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| 17. | The Seller will maintain the subjects of sale in good order and condition fair wear and tear excepted only and will insure the Subjects for full reinstatement value until the date of entry. If the Subjects are destroyed or materially damaged before the date of entry the Purchaser will have the right to resile.
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| 18. | The Seller warrants that all Statutory, Local Authority and any other consents needed for the erection of the Subjects or for any addition to or any alteration or extension of the Subjects including the installation of any double glazed units have been obtained and that the conditions contained therein have been complied with. The Seller will deliver at or before settlement, valid Certificates confirming the grant of the necessary consents and compliance with the conditions contained therein.
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| 19. | The Seller will deliver at or before settlement in respect of all parts of the Subjects which can be covered either (a) a valid Scottish House Purchaser's Insurance Policy issued by the National House Building Council together with an unqualified Standard Notice of Insurance Cover and the relative Scottish House Purchaser's Agreement or (b) the offer of cover and Ten Year Notice issued by the National House Building Council in terms of the "Buildmark" Scheme. So far as the Seller is aware there are no defects which ought to have been reported under and there are no outstanding claims in terms of either the said Agreement and Policy or the said offer of cover and Ten Year Notice.
If the Subjects do not have the benefit afforded by such Agreement and Policy or said offer of cover and Ten Year Notice then the Seller will deliver at or before settlement a valid Certificate from a reputable and qualified Architect confirming that the Subjects have been constructed at all stages under his supervision. | |
| 20. | This offer is conditional upon the Purchaser or his nominees receiving a satisfactory Survey Report on the Subjects to enable him to make the purchase. The Purchaser or his nominees will be the sole judge of whether or not such Report is satisfactory.
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| 21. | Unless the title to the Subjects is in joint names of husband and wife there will be delivered to us at or prior to settlement (a) a duly executed statutory form of consent by the Seller's spouse to the dealing constituted by the missives to follow hereon (which continuing consent will be evidenced by the said spouse's execution of the Disposition in favour of the Purchaser) (b) a duly notarised Renunciation of the occupancy rights of the Seller's spouse in the Subjects, or (c) an Affidavit by the Seller declaring that the Subjects are not a matrimonial home to which a spouse of the Seller has occupancy rights all in terms of the Matrimonial Homes (Family Protection) (Scotland) Act 1981 as amended by the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985. The Seller warrants that there are in respect of the Subjects no subsisting occupancy rights in respect of spouses of previous owners of the Subjects.
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| 22. | The Seller warrants that as at the date of conclusion of missives of which this offer will form part and as at the date of entry in terms of those missives:-
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| (i) | the Subjects are not affected by any move of property order made in terms of Section 8 of the Family Law (Scotland) Act 1985, and
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| (ii) | the Seller is not a party to any action of divorce or has obtained or has had granted against him or her any Decree of Divorce in which any such order is being or has been sought.
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| 23. | The missives to follow hereon shall, in so far as unimplemented at settlement, remain in force notwithstanding the delivery or recording of the Disposition in favour of the Purchaser or his nominees but shall cease to become enforceable after a period of two years from the date of settlement except in so far as they are founded on in any court proceedings which have started within the said period. At the Purchaser's option a clause to this effect may be included in the said Disposition or formal letters to this effect may be exchanged between the Purchaser's solicitors and the Seller's solicitors at settlement.
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| 24. | In the event of breach of contract by the Seller the additional remedy of the actio quanti minoris will be available to the Purchaser.
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| 25. | Any dispute or difference between the parties arising out of the missives of which this offer forms part will be referred to a single Arbiter appointed, failing agreement, by the President for the time being of the Law Society of Scotland whose decision will be final and binding on both parties.
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| 26. | If the Seller is unable to offer vacant possession and to implement fully his obligation under the missives on the date of entry, then (unless the Seller's inability to implement as aforesaid is as a direct result of delay on the part of the Purchaser or the Purchaser's agents) the Purchaser will be entitled on the date of entry or at any time thereafter to give fourteen days' written notice of his intention to resile from the bargain. At the expiry of the said fourteen-day period the Purchaser will be entitled at his option to resile from the bargain entirely without penalty if the Seller is still unable to implement fully his obligations under the missives at that time. The Purchaser's right to resile from the bargain in these circumstances will be without prejudice to his right to recover from the Seller damages for any reasonable loss or expenses incurred by him arising as a result of the Seller's failure to implement his obligations under the missives including the expense of obtaining reasonable other accommodation, all removal costs, additional interest charges and all other costs which the Purchaser could reasonably be expected to incur because he has relied on the date of entry being as agreed between the parties. The Purchaser will be entitled to recover any such damages whether or not he exercises his right to resile from the bargain.
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| 27. | Notwithstanding any Rule of Law to the contrary or any Professional Rule of Confidentiality which the Seller hereby waives, the Seller's agents, if called upon to do so by the Purchaser or his agents shall reveal the address of any property already purchased by the Seller or purchased within three months after the date of entry or failing either of the foregoing, the Seller's forwarding address.
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| 28. | The Seller will exhibit prior to the Date of Entry a Coal Mining Report in respect of the Subjects. In the event of the Coal Mining Report disclosing that the Subjects are or may be adversely affected by past mine workings the Purchaser will be entitled to resile from the bargain to follow hereon without liability for damages or expenses provided notice of such is given to the Seller within seven working days after exhibition of the Coal Mining Report. In addition the Seller confirms that to the best of the Seller's knowledge and belief the Subjects have not sustained coal subsidence damage.
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| 29. | This offer is open for immediate acceptance only.
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| Yours faithfully,
......................................... Firm's Signature | ||
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......................................... Witness
........................................... (Name) | ||
