CPSE.5 is part of the Commercial Property Standard Enquiries suite of documents, prepared by members of the London Property Support Lawyers Group and endorsed by the British Property Federation.
For more information on CPSE, and a list of all the documents, see GN/CPSE (version 2.1) Guidance notes on the CPSEs.
Use of this CPSE is free, subject to the Conditions of use set out below.
CPSE.5 (version 1.1) 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.
For details of the changes made between CPSE.5 (version 1.0) and CPSE.5 (version 1.1), see Legal update, June 2008: amendments to CPSE.1 and CPSE.5.
For the PDF version of this CPSE click here.
These enquiries are designed to cover the surrender of a rack rent commercial lease. Guidance notes have been prepared to assist the Buyer and the Seller and are available in GN/CPSE.5 (version 1.1). These enquiries stand on their own and do not depend on the guidance notes for interpretation.
Supplemental enquiries should be raised where an investment property is sold subject to existing tenancies: CPSE.2.
CPSE.5 consists of:
Particulars.
Conditions of use.
Introduction.
Enquiries 1 - 10.
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.5 (version 1.1) and as being part of the suite of documents comprising the Commercial Property Standard Enquiries (CPSEs). Details of these documents can be seen at http://www.practicallaw.com/5-376-4578.
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 http://www.practicallaw.com/9-101-3380.
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 2002-2008 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.5 (version 1.1). 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.
(A) In interpreting these enquiries the terms set out in the Particulars have the meanings given to them in the Particulars and the following interpretation also applies:
(B) The replies to the enquiries will be given by the Seller and addressed to the Buyer. Unless otherwise agreed in writing, only the Buyer and those acting for it may rely on them. References in these enquiries to 'you' mean the Seller and to 'we' and 'us' mean the Buyer. In replies to the enquiries, references to 'you' will be taken to mean the Buyer and to 'we' and 'us' will be taken to mean the Seller.
(C) The replies are given without liability on the part of the Seller's solicitors.
(D) The Buyer acknowledges that even though the Seller will be giving replies to the enquiries, the Buyer should still inspect the Property, have the Property surveyed, investigate title and make all appropriate searches and enquiries of third parties.
(E) In replying to each of these enquiries and any supplemental enquiries, the Seller acknowledges that it is required to provide the Buyer with copies of all documents and correspondence and to supply all details relevant to the replies, whether or not specifically requested to do so.
(F) The Seller confirms that pending exchange of contracts or, where there is no prior contract, pending completion of the Transaction, it will notify the Buyer on becoming aware of anything which may cause any reply that it has given to these or any supplemental enquiries to be incorrect.
1.1 Please deduce title to the Lease, including, if applicable, up to date official copies of the register of title and the title plan.
1.2 Other than with us or our predecessors:
(a) are there any covenants, agreements, rights or informal arrangements of any kind (including any which you may be in the course of acquiring) which benefit the Property?
(b) are there any other agreements for the supply of services to the Property?
If so, please provide details in each case.
1.3 Please provide a schedule of the documents which will be handed over at completion of the surrender, confirming that the originals of these documents are in your possession and are not being held to the order of or for the benefit of any other person.
1.4 If the Lease or the assignment to you is in the course of registration at HM Land Registry, please provide a copy of the SDLT5 certificate issued by HM Revenue & Customs given in respect of the Lease or the assignment or otherwise confirm why the Lease or the assignment was not notifiable.
1.5 Please supply details of any interests to which the Property is subject under Schedules 1, 3 or 12 to the Land Registration Act 2002.
1.6 If title to the Lease is registered, please confirm that you will provide us with all necessary assistance to answer any requisitions raised by HM Land Registry to enable us to close the leasehold title and to remove any note of the Lease from our title.
2.1 Please supply a list of all mortgages and other financial charges (including floating charges and equitable charges) affecting the Property (the Charges) whether or not they are registered at the Land Registry or Companies House.
2.2 Please confirm that all the Charges are to be discharged on completion.
2.3 Will any premium payable on surrender be sufficient to discharge all the Charges?
2.4 In relation to each of the Charges please confirm that the following will be provided on completion duly executed by the chargee:
(a) if the lease is unregistered, a deed of release or vacated charge for every legal charge;
(b) if the lease is registered, a DS1 or DS3, as the case may be for every legal charge;
(c) in the case of a floating charge, a deed of release or a certificate of non-crystallisation;
(d) In the case of a fixed equitable charge, a deed of release.
In each case, please provide a draft of the relevant release document. Please note that undertakings to provide them will not be acceptable.
2.5 Is there any unpaid seller's lien or other lien affecting the Property or the documents of title? If so, please confirm that it will have been removed by completion.
2.6 Where there is to be an agreement to surrender, in respect of each Charge:
(a) please confirm that each chargee has consented in principle to you entering the agreement to surrender;
(b) please supply either a draft of the letter to be supplied before exchange from each chargee confirming its consent or confirmation that the chargee will enter into the agreement to give its consent to the terms of the Transaction.
3.1 Please give the names of any person in actual occupation of the Property. Please explain what rights or interests they have in the Property.
3.2 Please state whether any person, apart from you, has or claims to have any right (actual or contingent) to use or occupy the Property or any right to possession of the Property or to any interest in it.
3.3 Please confirm that vacant possession of the whole Property will be given at completion.
3.4 Please confirm that, so far as you are aware, there is nothing restricting the Property from being used for its present use.
3.5 Is there anyone to whom the Transfer of Undertakings (Protection of Employment) Regulations 2006 will or might apply, who is:
(a) employed at the Property by you; or
(b) employed at the Property by someone other than you; or
(c) is otherwise working at or is providing services at or to the Property?
3.6 In respect of each person identified in reply to enquiry 3.5, please provide copies of the current contract of employment, any other contractual documentation and (if applicable) any service occupancy agreement for resident employees.
4.1 Please supply a copy of the most recent survey or assessment carried out in relation to the Property (whether by you or by any predecessor) for the purposes of complying with regulation 4 of the Control of Asbestos at Work Regulations 2002 or the Control of Asbestos Regulations 2006, or advise us when and where it can be inspected.
4.2 Please supply a copy of the written plan and any other records prepared for managing asbestos in the Property or in any premises of which the Property forms part, or advise us when and where they can be inspected.
4.3 Please advise us where we may inspect any records in relation to the Property, made for the purposes of complying with the Regulatory Reform (Fire Safety) Order 2005, including any records of findings following a fire risk assessment of the Property.
4.4 Were any alterations or additions to the Property (or removal of any of the alterations or additions) subject to the Construction (Design and Management) Regulations 1994 or the Construction (Design and Management) Regulations 2007? If so, with respect to the Health and Safety file, please:
(a) confirm that it has been compiled in accordance with the Regulations;
(b) advise when and where it can be inspected; and
(c) confirm that the original will be handed over on completion.
5.1 Please give details of any disputes, claims, actions, demands or complaints that are currently outstanding, likely or have arisen in the past (other than with us or our predecessors) and that:
(a) relate to the Property or to any rights enjoyed with the Property or to which the Property is subject; or
(b) affect the Property but relate to property near the Property or any rights enjoyed by such neighbouring property or to which such neighbouring property is subject.
5.2 Where any of the disputes disclosed in answer to 5.1 have been resolved, please give details of their settlement.
6.1 Please supply copies of all notices and any subsequent correspondence that affect the Property or any neighbouring property and have been given or received by you or (to your knowledge) by any previous tenant or occupier of the Property (other than notices or correspondence with us or our predecessors).
6.2 Are you expecting to give or to receive any notice affecting the Property or any neighbouring property?
6.3 Does any local or public authority or any other body or person have any claim on the Property for work done? If so, please give full details.
7.1 Please confirm that no works have been carried out to the Property by you or (to your knowledge) any previous tenant or occupier of the Property other than those permitted by us (or our predecessors) under licence.
7.2 Please provide a schedule of tenant's and trade fixtures and fittings which you intend to remove from the Property.
7.3 Please confirm that you will make good to our satisfaction any damage caused to the Property by the removal of tenant's and trade fixtures and fittings.
7.4 Please confirm that you will remove all remaining stock and rubbish from the Property at completion and that the Property will be left in a clean and tidy condition.
7.5 Where it has been agreed that any item is to be left at the Property, please:
(a) confirm that the item belongs to you, free from any claim by any other party;
(b) supply copies of any subsisting certificates, guarantees and warranties relating to it; and
(c) confirm that all manuals relating to the item will be handed over at completion.
7.6 Please confirm that you will return all keys on completion as directed by us or our agents.
8.1 Please confirm that you will pay all outgoings due in respect of your occupation of the Property up to and including completion.
8.2 Have you made any claim for void period allowance or for exemption from liability for business rates? If so please give details.
8.3 Is the Property situated within an area subject to a Business Improvement District (BID) arrangement?
8.4 If the Property is within an area subject to a BID arrangement, please provide the following:
(a) the name and address of the BID body;
(b) the amount of the levy payable in respect of the Property; and
(c) details of any voluntary contributions which you make to the funding of the BID.
8.5 If the Property is not within an area subject to a BID arrangement, are you aware of any proposal to create a BID that will include the Property?
9.1 Have you (or a relevant associate within the meaning of paragraph 3 of Schedule 10 to the Value Added Tax Act 1994) exercised a valid option to tax (within the meaning of Schedule 10 to the Value Added Tax Act 1994) that applies to supplies of the Property?
9.2 If so, please:
(a) supply a copy of the option to tax and the notice of the option given to HM Revenue & Customs and any notices and correspondence received from HM Revenue & Customs in relation to the option;
(b) supply a copy of any permission required from HM Revenue & Customs for the option or, where relevant, details of any automatic permission relied upon, and provide confirmation that any conditions for such permission have been satisfied; and
(c) confirm that the option applies to the whole of the Property and has not been and cannot be disapplied or rendered ineffective for any reason and cannot and will not be revoked.
9.3 If no such option has been exercised, please confirm that none will be exercised prior to completion.
Please supply full details of any claims for capital allowances for plant and machinery and buildings made in respect of any part of the Property.