CPSE.2 is part of the Commercial Property Standard Enquiries suite of documents, prepared by members of the
For more information on CPSE, and a list of all the documents, see GN/CPSE (version 2.1) Guidance notes on the Commercial Property Standard Enquiries.
Use of this CPSE is free, subject to the Conditions of use set out below.
CPSE.2 (version 2.2) is available in Word and PDF format - see Actions in top right hand corner for the Word version and a link to the PDF below.
Please send feedback to: cpse@practicallaw.com.
If you have difficulty accessing this document contact info@practicallaw.com.
For details of the amendments made to CPSE.2 (version 2.1), see Legal update, June 2007: amendments to CPSE.1 and CPSE.2.
For the PDF version of this CPSE click here.
These enquiries CPSE.2 are supplemental to CPSE.1 General pre-contract enquiries for all commercial property transactions. Guidance notes have been prepared to assist the Buyer and the Seller and are available in GN/CPSE.2. These enquiries stand on their own and do not depend on the guidance notes for interpretation. Further supplemental enquiries may be appropriate: CPSE.3 where a lease is being granted, and CPSE.4 where a lease is being assigned.
There is no need to repeat information in replies to CPSE.2 that has already been given in the replies to CPSE.1.
CPSE.2 consists of:
Particulars.
Conditions of use.
Interpretation.
Enquiries 1-14.
Seller:
Buyer:
Property:
Development (if appropriate):
Transaction:
Seller's solicitors:
Buyer's solicitors:
Date:
This document may be used freely and without charge subject to the following:
The user identifies this document, and any part or parts of it, as CPSE.2 (version 2.2) and as being part of the suite of documents comprising the Commercial Property Standard Enquiries (CPSEs). Details of these documents can be seen at www.practicallaw.com/Article_ID=32021.
Use of the CPSEs, including the guidance notes, is at the user's own risk. Neither the participating law firms who prepared the CPSEs, their partners and employees, the British Property Federation nor Practical Law Company Limited represent that the CPSEs, including the guidance notes, reflect or will be kept up-to-date to reflect modern law or practice relating to commercial property transactions, that the guidance notes comprise complete or accurate statements of the law to which they relate or that comments and suggestions within the guidance notes are appropriate or sufficient for any particular transaction. Such law firms, their partners and employees, the British Property Federation and Practical Law Company Limited exclude all liability to the user and the user's clients for any losses, liabilities, damage or other consequences arising from the CPSEs, including the guidance notes, failing to reflect modern law or practice relating to commercial property transactions, the guidance notes not comprising complete or accurate statements of the law to which they relate or for comments and suggestions within the guidance notes not being appropriate or sufficient for any particular transaction. A list of the participating law firms can be seen at www.practicallaw.com/Article_ID=16220.
The user acknowledges that use of this document is with the consent of the Practical Law Company Limited, the British Property Federation and the participating law firms. Any reproduction of it must be marked © MEMBER FIRMS OF LPSLG AND PRACTICAL LAW COMPANY LIMITED 2002-7 and must bear the logo of the British Property Federation.
The user will not change the text of this document (including these Conditions of use) or represent that it or any part or parts of it is anything other than CPSE.2 (version 2.2). If the user wishes to raise any enquiries additional to those contained in this document or in the other documents comprising the CPSEs, the user will do so in a separate document that identifies clearly those additional enquiries as being separate from and additional to the CPSEs.
The user can use this document in connection with the provision of legal advice or legal training, including advice or training given for reward or commercial gain, but otherwise the user will not sell or publish for reward or commercial gain either this document, whether in whole or part, or any document which incorporates it, whether in whole or part.
The Introduction to CPSE.1 is incorporated in CPSE.2. The terms defined in the Particulars to CPSE.1 have the same meaning in CPSE.2 and the following interpretation also applies:
1954 Act: means the Landlord and Tenant Act 1954.
1995 Act: means the Landlord and Tenant (Covenants) Act 1995.
Consent: refers to an approval, a licence or a permission (whether of the landlord, any superior landlord or any other person).
Landlord: includes licensor.
Let Unit: means each part of the Property used or intended for separate occupation and which is currently the subject of at least one tenancy relating to it.
Rent: includes licence fee but does not include service charge or insurance premiums or other sums reserved as rent.
Tenancy: refers to each occupation arrangement which is the subject matter of these supplemental enquiries, whether that occupation arrangement is a lease, underlease, licence or an agreement for a lease or licence.
Tenancy Documents: refers to the instrument creating the Tenancy and any of the following that relate to it: charges, mortgages, surrenders, variations, side letters, undertakings, applications, Consents, memoranda, registrations, notices, rent deposit deeds, orders, guarantees, concessions, franchise agreements, counsel's opinions, arbitrators' or experts' decisions.
Tenant: includes subtenant and licensee.
Section 1 (enquiries 1-3) relates to those parts of the Property that are not let and should be answered in relation to each part of the Property that is not let.
1.1 Please identify any areas of the Property that are intended to be let but which are not currently let.
1.2 In relation to each part identified, please explain how any previous Tenancy was ended, why there is no current letting and tell us whether anyone is expressing an interest in taking a tenancy of it.
2.1 Please identify any areas of the Property which are common parts, being parts which are not let and which are intended to be used in common by the occupiers of the Property.
2.2 Is use and maintenance of the common parts governed by any arrangements other than the terms of the Tenancies of the Let Units? If so, please provide details.
3.1 Please identify any areas of the Property that are not let, not intended to be let and are not common parts.
3.2 Are any of these areas occupied and, if so, on what basis?
Section 2 relates to those parts of the Property which are currently the subject of a Tenancy and the Section 2 enquiries (4-14) should be answered in relation to every Tenancy affecting each Let Unit or as otherwise indicated.
4.1 Who is in actual occupation?
4.2 What is the current use?
4.3 Please supply details of any informal arrangements with any Tenant that are not disclosed by the Tenancy Documents supplied.
4.4 Has there been any waiver of any of the terms of any of the Tenancy Documents?
4.5 Please give details of any applications for Consent by a Tenant that are currently being considered.
5.1 In respect of the rent currently payable:
(a) how much is it;
(b) is it paid in pounds sterling;
(c) who pays it;
(d) is it paid by banker's order or direct debit; and
(e) to whom are rent demands sent?
5.2 Except where apparent from the Tenancy Documents supplied, please:
(a) give details of any rent concessions, deferments, abatements, reverse premiums on the grant of a lease and other inducements; and
(b) advise us of the results of any settled rent review.
5.3 Please supply a schedule of outstanding rent arrears and a record of rent payments over the last three years.
5.4 Please confirm that:
(a) any rent reviews have taken place strictly in accordance with the terms of the relevant Tenancy;
(b) any notices and applications for arbitration or for determination by an expert of any current rent reviews have been made on time; and
(c) any rent review settlements are satisfactorily evidenced in accordance with the terms of the relevant Tenancy.
5.5 In respect of any rent reviews that are currently being negotiated, please state the present position and provide copies of all notices and correspondence.
5.6 Except where apparent from the Tenancy Documents supplied:
(a) has any Tenant made any improvement to a Let Unit which is to be ignored on rent review;
(b) since the original letting of the Let Unit have there been any alterations to its internal layout or physical arrangement or appearance which might affect the level of rent achievable; and
(c) are there any other circumstances which any Tenant has claimed have the effect of reducing the rental value?
6.1 When was redecoration last carried out:
(a) externally; and
(b) internally?
6.2 What works have been carried out since the date of the Tenancy or any agreement for the Tenancy? Where required, have they been authorised by a Landlord's licence?
6.3 Have any works been carried out which may qualify for compensation for improvements under Part I of the Landlord and Tenant Act 1927?
7.1 Was any Tenancy which is dated on or after 1 January 1996 granted pursuant to an agreement, an option or a court order made before that date?
7.2 Are any former Tenants or their guarantors still liable under any Tenancy by reason of an excluded assignment as defined in section 11 of the 1995 Act?
7.3 With reference to section 17 of the 1995 Act please:
(a) supply full names and current addresses of any persons contingently liable for any fixed charge payable under the lease as defined in section 17;
(b) provide copies of all section 17 notices which have been issued for claims which remain unpaid; and
(c) give details of all claims currently outstanding which are required to be the subject of a section 17 notice.
7.4 Is anyone entitled to claim an overriding lease under section 19 of the 1995 Act? Please give details of any claim made even if it has been abandoned or withdrawn.
8.1 Are there any outstanding obligations on the part of either the Landlord or the Tenant under any agreement for lease under which any Tenancy was granted?
8.2 Except where apparent from the Tenancy Documents supplied, please give details of any variations to Tenancies and when they were effected.
9.1 Please give full details of any arrangements under which a sum is deposited by a Tenant as security for, or on account of, payment of Rent or performance of any obligation (including, in the case of an assured shorthold tenancy, arrangements under the Housing (Tenancy Deposit Schemes) Order 2007). Has any claim been made under those arrangements?
9.2 Except where apparent from the Tenancy Documents supplied, please:
(a) give details of any guarantees or bonds given by a third party (e.g. a bank) in relation to a Tenant's obligations; and
(b) confirm that no claim has been made under these arrangements.
9.3 Except as apparent from the Tenancy Documents supplied, has there been any release or discharge of any guarantor, whether expressly or by operation of law?
Please answer the following in relation to the Property as a whole.
10.1 Unless apparent from the Tenancy Documents supplied, what is the service charge accounting period and the estimated annual service charge for the current period?
10.2 Please give details of the annual service charge for the last three years (or longer if available) including copies of all certificates, auditors' reports, accounts and other documents relating to its calculation and apportionment.
10.3 Please supply:
(a) a schedule of any services you provide and a breakdown of the costs of each service;
(b) details of any sinking fund or reserve account; and
(c) details of any planned maintenance programme and projected expenditure.
10.4 In relation to each Let Unit please state:
(a) what proportion of the service charge is payable and how that proportion is calculated;
(b) whether there has been any variation of this proportion and whether any is contemplated;
(c) whether there are any capping or weighting provisions agreed with any Tenants; and
(d) whether there have been any disputes regarding the proportions payable.
10.5 Please confirm that if the Property were fully let then the total cost of providing the services would be recoverable from the Tenants. How do you deal with the proportion of service charge attributable to any unlet parts?
10.6 In respect of service charge arrears at any Let Unit please:
(a) tell us what sums are currently due but are unpaid; and
(b) provide a schedule of all service charge arrears over the past three years.
10.7 Please give details of any expenditure that has been incurred since the end of the last service charge year.
10.8 Except as already disclosed, have there been any complaints or disputes relating to the service charge?
10.9 Except as already disclosed, please provide copies of the following:
(a) any insurance policies and service and maintenance contracts for lifts and plant at the Property;
(b) contracts for the provision of cleaning, security and other services; and
(c) contracts for the supply of gas, electricity, oil or other fuel.
10.10 Please give details of:
(a) any managing agents; and
(b) any permanent staff employed for on-site management of the Property.
10.11 What regulations have you made for the use and management of the Property that are not set out in the Tenancy Documents supplied?
10.12 Please supply copies of any correspondence between the Seller and its tenants in relation to the Control of Asbestos Regulations 2006 or the Control of Asbestos at Work Regulations 2002, together with copies of any surveys or assessments carried out by the tenants in compliance with those regulations that have been supplied to the Seller.
11.1 In respect of each Let Unit please state:
(a) what proportion of the insurance costs for the Property is payable and how that proportion is calculated;
(b) whether there has been any variation of this proportion and whether any is contemplated;
(c) whether there have been any disputes regarding the proportions payable; and
(d) what sums in respect of insurance costs for the Property are due but currently unpaid.
11.2 What, if any, arrangements have been made to exclude the insurer's right of subrogation against the Tenants?
12.1 Except where apparent from the Tenancy Documents supplied, please supply copies of all notices, counter-notices, applications, claims, answers, requests or orders given or made pursuant to the 1954 Act and which are relevant to the current Tenancies.
12.2 Have any improvements been carried out to the Property that will be disregarded in assessing the rent payable on a renewal of the Tenancy pursuant to the 1954 Act?
12.3 Has any Tenant indicated formally or informally an intention to vacate?
12.4 Are there any negotiations for the surrender, renewal or variation of any Tenancy and have any terms been agreed?
Please confirm that the Property is not subject to any residential use.
Except as already disclosed in replies to CPSE.1, please give details of:
(a) any disputes or complaints in relation to any current Tenancy, whether or not resolved; and
(b) any breaches or alleged breaches of covenant relating to any Tenancy, including details of any waiver whether express or implied.
