An agreement for sale is a legally binding document executed between two parties and that clearly outlines the terms and conditions for the sale of a property.
The Agreement comes into play once there is a meeting of minds between the contracting parties and it constitutes the terms and conditions of sale for a property. Parties are expected to abode by their obligations as clearly set out in the Agreement and if either breaches the same, the Agreement lays out the remedies available to the party that is aggrieved by the default of the other.
In this Article, we examine the crucial or default clauses that should ideally be included in an Agreement for Sale of land, otherwise known as boiler plate clauses.
The Clauses: –
- Identification Clause
This is the clause that gives a description of both the Vendor and the Purchaser and also includes their identification numbers or incorporation number, if a company and their respective addresses. This is a must have clause in any agreement for sale because it clearly identifies the parties that have decided to enter into the Agreement.
- Property description
This clause gives a detailed description of the land being disposed including but not limited to the acreage, the property number, the location of the property and other conditions attaching to the title for the land like land rent payable.
- Applicable conditions of sale
The Agreement for Sale must indicate whether the LSK Conditions of Sale (1989) edition of 2015 edition apply to the agreement or not and if applicable, specificity must be made on the sections of the conditions that shall apply to the agreement between the parties.
- Purchase Price
The Clause defines the amount that the parties have agreed as the cost of the land. It goes on to clearly set out the mode of payment of the agreed price which may include payment of a deposit upon execution of the Agreement by the parties or within such other period as the parties may agree. It also defines the period within which the balance should be paid and how the purchase price will be treated by the party receiving the same.
In the event that the purchase price is being paid in installments, this clause gives the specific dates or period within which each installment payment is to be made.
- Completion Modalities
In a transaction involving land, completion means the payment of the balance of the purchase price in exchange for the completion documents.
The clause on completion specifies the follows: –
- The number of days or period that parties have agreed upon as the completion period for the transaction;
- It also specifies the venue where completion shall take place; and
- The completion documents that the Vendor shall be expected to deliver to the purchaser once the balance of purchase price is paid.
- Registration modalities
This clause indicates the person who shall undertake the registration formalities on the transfer for the title in favour of the purchaser or in instances where the purchaser was being financed for the purchase price, in favour of both the purchaser and the financier thereof.
The period within which registration is to be finalized is also indicated.
- Possession
This clause confirms the time when a purchaser will be expected to take possession of the land. In most agreements, possession is given to the purchaser upon payment of the full purchase price and after registration of the transfer in their favour is finalized.
- Remedies for breach
The agreement must indicate what will happen in the event that a party is in breach at the time of completion. This could be a situation where a purchaser does not have the balance of the purchase price or the vendor is unable to furnish the purchaser with completion documents that would enable the purchaser have the title for the land be transferred in their name.
- Warranties clause
This clause is standard especially when the person drafting is acting for the purchaser. By this clause, the vendor gives warranties to the purchaser on their legal capacity to enter into the agreement and to perform it, the status of the land being disposed and authenticity of the title for the land.
- Dispute Resolution
This is a must have clause in an agreement for sale of land because it lays out the resolution mechanism in the event that a dispute between the contracting parties arises touching on the agreement.
- Legal and other costs
This clause dictates the party who will be responsible for which costs arising from the transaction.
- Entire Agreement
This clause confirms that the terms laid out in the agreement are final and supersede any other terms agreed upon by the parties.
- Execution clause
This is the signing clause and it is the last one in any agreement as it lays out the parties signing the agreement and also provides for execution.
