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THE SALE- RE ADY AUD I T: PREPARING LAND
By Rachel Stott, Senior Associate and Tim Smithers, Consultant Solicitor at Veale Wasbrough Vizards LLP
As universities strive for that competitive edge in atracting students, staff and opportunities for research, partnering and investment, estates teams face the challenge of delivering the best academic and student facilities allowed by stretched resources. A strategic review of the portfolio
may identify ageing, inefficient and inflexible spaces with high operational costs. The outcome may be a decision to sell a building or land to generate capital for future investment. At this stage the legal and estates
teams should undertake a sale-ready audit to ensure that all necessary information is available to prospective buyers and their professional advisers. It is important to identify and assess any risks before marketing the property, otherwise the sale may be jeopardised by a fundamental point arising once the process is under way. It is more cost effective to resolve an issue early on, avoiding deadlines or adverse publicity. This article suggests a methodology
for undertaking a sale-ready audit and preparing the sale data pack for a site with redevelopment opportunities, and offers advice on managing risks.
Land to be audited In addition to the sale site this includes land: over which long-term rights are required, eg for realignment of highways, pedestrian and vehicular access, visibility splays or services. where temporary rights are required, eg for site compounds, access, scaffolding or crane oversailing. If the sale includes joint arrangements
with neighbours, it is important to review their title too.
The mindset Put yourself in the mindset of the developer and the buyer or tenant of the completed scheme. They seek a clean title, with no constraints on development or future use. Visit the site to verify boundaries and identify third-party rights not apparent on the title (eg a gate giving vehicular access to neighbours). Undertake a full suite of conveyancing searches to establish the information in the public domain.
Title registration If the land is unregistered, there are benefits to voluntary registration at Land Registry. This may address inadequate plans, and eliminate land rights or covenants where common ownership of benefiting and burdened land can be shown.
Issues to watch out for: Boundaries: do the legal boundaries reflect physical boundaries? Access and services: does the site touch an adopted highway, or does it rely on private rights? Is there sufficient land for new accesses, including highway realignment? Will existing services require diversion? Is their capacity adequate? Vacant possession: are physical boundaries secure? Does the university occupy the entire site? If not, what are the obstacles to delivering – and timescales for achieving – vacant possession? Are there squaters, or a risk of squaters between exchange and completion? Third-party leases: if any, are they
Contents of the sale data pack
All title information and documents, with a summary. Current searches and replies to standard enquiries. Summary of planning history; copies of planning permissions, listed building consents, planning and infrastructure Studies prepared for the development
generation, ecological studies. Environmental reports (eg asbestos) and a desktop report. Draft letters of reliance on reports which are available to the buyer. Draft sale documentation – contract, conditional provisions,
overage deed (and security), and transfer form.
protected under business, agricultural or residential tenancy legislation? Do termination dates and procedures affect timescales? Telecoms: is there any apparatus which may have protection under the Telecoms Code? If so, consider discussion with the operator to achieve its relocation or removal. Easements and covenants: is the land burdened by third-party easements or covenants? Consider how to assess the risk
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