- Linda, an old college mate of yours who dropped out of law school after the first year, is selling her property to Soja Boii. Linda has copy-pasted a sale agreement precedent as she does not intend to pay any legal fees. She asks you to meet her at the local cyber-café where she will seek your advice on the Sale Agreement over a cup of coffee once she prints it. She points out the following clauses (outlined below in italics) and seeks to know from you what each is intended to mean given the bold sub-headings and whether they have been properly drafted. She also seeks to know if you could redraft for her any of the clauses assuming you form the opinion that they have not been properly drafted. She does let you know that the agreed purchase price is Kshs.9.5 Million and that the property is still under construction by her private contractor Purvi. She also shows you a scanned copy of the Title document which is an old tattered-looking Indenture of Conveyance dated 5.8.1941. The property is situated in rural Kiambu where Mr. Boii was born.
The clauses in question read:-
|Clause 3||Purchase Price and Deposit
Amount of KShs.9,500,000/= or such other amount as shall be determined by the Vendor depending on the variation and the market forces in the construction industry. A deposit of 500/0 is payable upon the execution of the Sale Agreement to the Vendor’s agent.
|Clause 5||Completion & Completion Documents
Completion shall take place after the registration of the Transfer in favour of the Purchaser.
|Clause 8||Stamp. Duty & Other Disbursements
The Purchaser shall pay Stamp Duty of KShs.190,000/= being 2% of the purchase price to the Vendor who shall cause the Transfer to be registered within 15 days.
|Clause 12||Vacant Possession
Possession is to be delivered on completion of the construction.
The sale price excludes fixtures and fittings not listed in the schedule hereto.
Taking a cue from the headings to the clauses, advise Linda on each of the five clauses. You may redraw the clauses but an assumption is to be made that the Law Society Conditions of Sale (1989 ed) are not part of the Agreement. [15 Marks]ATP 107 Conveyancing 2008 - 2011-1
ATP 107 Conveyancing 2008 - 2011-2