Commercial Property-Special Purpose Vehicles
Discussion
On Friday of last week, I was due to complete a sale of a commercial warehouse, with the purchaser being a private person. We both have the same solicitors, and having already agreed prices etc. etc., and exchanged engrossed contracts, with the completion date indicated to be 2 months time (last Friday) 30 May 2008.
On Thursday last week, not having heard anything from mine/their solicitors, I contacted my solicitor to ask if completion would be Friday 30 May, I was informed that the buyer was with his solicitor, and should he (my solicitor) make enquiries with the buyer on if completion would be 30 May. I replied “Yes”, and my solicitor promised to get back to me with the answer.
Yesterday, Saturday, on picking up the post, there was a letter from my solicitor enclosing a new Transfer/Contract, for the same original agreed price, but in the name of an arranged SPV, the same being a newly formed “LTD” company/project.
I have a number of concerns, questions that I could do with answering, they are;
Who are the solicitors really acting for, and even at this late stage should I seek further impartial legal advice.
With the first Transfer/Contract agreed prior to the changes in CGT, 30 March 2008, would the new Transfer/Contract mean that the CGT fail into the next/new tax year 2008/09.
Once an UNDATED Transfer/Contract has been exchanged, how first can one get an early completion date, if at all, and if the latter applies, does that allow the buyer to say he will not complete until 2, 3 or even longer years time.
Lastly, if I force, or rather insist that the buyer honours the first Transfer/Contract, how do I guarantee that I will ever receive the monies from the “sale”.
On Thursday last week, not having heard anything from mine/their solicitors, I contacted my solicitor to ask if completion would be Friday 30 May, I was informed that the buyer was with his solicitor, and should he (my solicitor) make enquiries with the buyer on if completion would be 30 May. I replied “Yes”, and my solicitor promised to get back to me with the answer.
Yesterday, Saturday, on picking up the post, there was a letter from my solicitor enclosing a new Transfer/Contract, for the same original agreed price, but in the name of an arranged SPV, the same being a newly formed “LTD” company/project.
I have a number of concerns, questions that I could do with answering, they are;
Who are the solicitors really acting for, and even at this late stage should I seek further impartial legal advice.
With the first Transfer/Contract agreed prior to the changes in CGT, 30 March 2008, would the new Transfer/Contract mean that the CGT fail into the next/new tax year 2008/09.
Once an UNDATED Transfer/Contract has been exchanged, how first can one get an early completion date, if at all, and if the latter applies, does that allow the buyer to say he will not complete until 2, 3 or even longer years time.
Lastly, if I force, or rather insist that the buyer honours the first Transfer/Contract, how do I guarantee that I will ever receive the monies from the “sale”.
You've exchanged right? Unconditionally or conditionally? ie. did they have to exchange on 30 May or not?
I had exactly the same situation happen to me in December 2007. Might be worth a call? pm me if you want.
And SPV's - can't say all I know on here about them but again am familiar with them.
My first advice? Change solicitors - you need separate solicitors to the vendor because even if you're using different partners at the same firm there are going to be conflicts of interest.
I can recommend someone if you want if that would be some help? Again pm me if you want.
I had exactly the same situation happen to me in December 2007. Might be worth a call? pm me if you want.
And SPV's - can't say all I know on here about them but again am familiar with them.
My first advice? Change solicitors - you need separate solicitors to the vendor because even if you're using different partners at the same firm there are going to be conflicts of interest.
I can recommend someone if you want if that would be some help? Again pm me if you want.
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