These Template Clauses are to be used when a lease is granted to TMCP. This may be when Managing Trustees decide to take a lease of property or where residential property is sold to the Church by way of the grant of a long lease. Before sending to TMCP Legal the lease prepared by the landlord (or “seller”)’s solicitors for approval, please consider the contents of these guidance notes:
• Purchase Guidance for Solicitors
• Purchase of a New Build Focus Note
In the case of Managing Trustees taking a “short” term let, please contact TMCP for guidance.
Managing Trustees' solicitors must ensure that the following provisions are incorporated in the lease making only amendments necessary to take account of differences in terminology between the rest of the document and the template clauses such as if reference is made to “the Lessor” as opposed to “the Landlord”:
1. Front page
On the front sheet the Tenant must be described as:
“TRUSTEES FOR METHODIST CHURCH PURPOSES as Custodian Trustees and [NAME OF FIRST MANAGING TRUSTEE] and [NAME OF SECOND MANAGING TRUSTEE] as Managing Trustees of the [Church Council] OR [Circuit Meeting] OR [OTHER MANAGING TRUSTEE BODY] (*1) of [NAME OF MANAGING TRUSTEE BODY - USE REGISTERED NAME IF REGISTERED WITH THE CHARITY COMMISSION]”
2. Prescribed clauses
Prescribed clauses must be used if required in accordance with the Land Registry’s requirements:
| LR.3 Parties to this lease | Landlord |
|
| Tenant
TRUSTEES FOR METHODIST CHURCH PURPOSES being a charitable body corporate established by the Methodist Church Act 1939 and registered with charity number 1136358 (the Board)
Central Buildings Oldham Street Manchester M1 1JQ |
| Other parties
If managing trustee body is NOT a registered charity:
| |
| LR.5 Prescribed statements | LR5.1
OR refer to appropriate clause in body of lease |
| LR.13 Application for standard form of restriction | The Parties to this lease apply to enter the following standard form of restriction [against the title of the Property]:
|
| LR.14 Declaration of trust where there is more than one person comprising the Tenant | The Tenant is more than one person. They are to hold the Property on trust as follows:
|
3. Parties
(1) [DETAILS OF THE LANDLORD]
(2) “TRUSTEES FOR METHODIST CHURCH PURPOSES of Central Buildings Oldham Street Manchester M1 1JQ being a charitable body corporate established by the Methodist Church Act 1939 registered with charity number 1136358 (the Board); and”
(3) If the managing trustee body is NOT a registered charity:
“[NAME OF FIRST MANAGING TRUSTEE] and [NAME OF SECOND MANAGING TRUSTEE] and others being the members (or such of the members as have attained full age) of the [Church Council] OR [Circuit Meeting] OR [OTHER MANAGING TRUSTEE BODY] of the [NAME OF MANAGING TRUSTEE BODY] whose collective address for service is [COLLECTIVE ADDRESS FOR SERVICE OF MANAGING TRUSTEES] (the Managing Trustees) and who collectively with the Board are referred to as the Tenant”
If the managing trustee body is a registered charity:
“[NAME OF FIRST MANAGING TRUSTEE] and [NAME OF SECOND MANAGING TRUSTEE] and others being the members (or such of the members as have attained full age) of the [Church Council] OR [Circuit Meeting] OR [OTHER MANAGING TRUSTEE BODY] of [NAME OF REGISTERED CHARITY] (charity number [NUMBER]) whose collective address for service is [COLLECTIVE ADDRESS FOR SERVICE OF MANAGING TRUSTEES] (the Managing Trustees) and who collectively with the Board are referred to as the Tenant”
4. Definitions and Interpretation
The usual terms; Property, Term etc should be expressly defined in the lease. The additional definitions set out in paragraph 4.1 are required to accommodate the template clauses required by TMCP. Please only amend the terminology when necessary to reflect the drafting of the rest of the lease.
“The following definitions and rules of interpretation apply in this lease:
4.1 Definitions:
Model Trusts: the model trusts for the time being contained in Part III of Schedule 2 to the 1976 Act.
1976 Act: the Methodist Church Act 1976.
2011 Act: the Charities Act 2011.
4.2 References to the Managing Trustees include their successors from time to time ascertained in accordance with the provisions of Part II of Schedule 2 to the 1976 Act.
4.3 References to the Tenant are to the Board and the Managing Trustees together and include where the context so admits their respective successors in title and assigns.
4.4 In the event of this lease being transferred to a third party then all references in the body of this lease to the Managing Trustees and/or the Board shall be to the Tenant.
4.5 For so long as this lease is vested in the Board then for the purposes of the exercise of all powers and rights granted to the Tenant under this lease the Managing Trustees may exercise the same in their own name and/or on behalf of the Board.
4.6 Whilst the Tenant is the Board and the Managing Trustees together then all covenants indemnities and other obligations on the part of the Tenant in this lease shall be construed as being covenants obligations and indemnities on the part of the Managing Trustees only and nothing in this lease shall impose any personal or other liability on the Board as custodian trustees (*7).
4.7 In this lease all covenants and indemnities and other obligations undertaken by another party in favour of the Tenant shall be deemed to be made with the Managing Trustees and separately with the Board.
5. Charity law and Methodist law statements
The following provisions must be included in the body of the lease:
5.1 If a premium is being paid for the grant of the lease:
5.1A. “The Managing Trustees being empowered as managing trustees under the Model Trusts to apply certain sums of money held by the Board as custodian trustees upon the Model Trusts have agreed with the Landlord to enter into this lease with the Board in the manner and upon the trusts declared in this lease.”
OR
If a premium is NOT being paid for the grant of the lease:
5.1B “The Managing Trustees being empowered as managing trustees under the Model Trusts have agreed with the Landlord to enter into this lease with the Board and in the manner and upon the trusts declared in this lease.”
5.2 This lease has been approved and ordered to be executed by a resolution duly passed at a duly constituted meeting of the Managing Trustees and it is intended to be executed by two of the Managing Trustees upon whom the Managing Trustees acting under Section 333 of the 2011 Act have duly conferred a general authority to execute in the names and on behalf of the Managing Trustees all assurances and other deeds and instruments.
5.3 The Board has signified its written concurrence to this lease by affixing its common seal to this lease with the sanction of two of its Board Members.
5.4 The Board as custodian trustees shall hold the Property demised by this lease upon the Model Trusts.
5.5 The management of the Property demised by this lease and the exercise of any power or discretion expressed to be exercisable by the trustees or Managing Trustees under the Model Trusts shall be vested in the Managing Trustees and in their successors from time to time as Managing Trustees of the Property ascertained in accordance with the provisions of Part II of Schedule 2 to the 1976 Act.
5.6 The Property will as a result of this lease be held by or in trust for a charity and the charity is not an exempt charity and the restrictions on disposition imposed by sections 117 to 121 of the 2011 Act will apply to the Property (subject to section 117(3)).
6. Demise
6.1 Please amend the demise clause to reflect the following:
If a premium is being paid for the grant of the lease:
6.1A. “In consideration of the Premium now paid by the Board to the Landlord on direction of the Managing Trustees (the receipt of which sum the Landlord hereby acknowledges) and of the rents reserved under this lease and of the covenants on the part of the Tenant contained in this lease the Landlord demises the Property to the Board for the Term.”
OR
If a premium is NOT being paid for the grant of the lease:
6.1B. “In consideration of the rents reserved under this lease and of the covenants on the part of the Tenant contained in this lease the Landlord demises the Property to the Board for the Term”
7. Tenant covenants
“The Tenant covenants with the Landlord as follows:”
We would expect the usual tenant covenants to be included but please explain these to your clients so that they understand what they are obliged to do under the lease. If the lease is a long residential lease please bear in mind the guidance in the Purchase of a New Build Focus Note.
8. Landlord covenants
“The Landlord covenants with the Tenant as follows:”
Please ensure that the lease includes all appropriate landlord covenants.
9. Execution clauses
IN WITNESS whereof the Board have caused their Common Seal to be affixed to this lease and [NAME OF FIRST MANAGING TRUSTEE] and [NAME OF SECOND MANAGING TRUSTEE] (being the persons authorised by this lease in the names and on behalf of the Managing Trustees) and the Landlord have executed this lease as a deed and delivered it on the date at the head of this lease
| The COMMON SEAL of the TRUSTEES FOR METHODIST CHURCH PURPOSES was hereunto affixed with the sanction of the two members whose signatures are hereto subscribed
................................................................................. Signature of Board Member
................................................................................. Signature of Board Member
|
| SIGNED as a Deed by [NAME OF FIRST MANAGING TRUSTEE] in the presence of:
Witness signature
.................................................................................
Witness name
.................................................................................
Witness address
.................................................................................
.................................................................................
.................................................................................
Witness occupation
.................................................................................
| ................................................................................. (signature of authorised Managing Trustee)
|
|
|
| SIGNED as a Deed by [NAME OF SECOND MANAGING TRUSTEE] in the presence of:
Witness signature
.................................................................................
Witness name
.................................................................................
Witness address
.................................................................................
.................................................................................
.................................................................................
Witness occupation
.................................................................................
| ................................................................................. (signature of authorised Managing Trustee)
|
|
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| Footnotes | |
| (*1) | Insert such other appropriate managing trustee body i.e. "The [NAME OF DISTRICT] District Trustees" or "The Connexional Manse Trustees" |
| (*2) | Insert such other appropriate managing trustee body i.e. "The [NAME OF DISTRICT] District Trustees" or "The Connexional Manse Trustees" |
| (*3) | For example this could be; "the Circuit Meeting of North West Large Town" |
| (*4) | Please insert the most appropriate contact address i.e. that of the Superintendent Minister or a Church or Circuit Steward. |
| (*5) | Insert the registered charity number - you can find this on the Charity Commission Website. |
| (*6) | Please insert the most appropriate contact address i.e. that of the Superintendent Minister or a Church or Circuit Steward. |
| (*7) | As Custodian Trustees, the Trustees for Methodist Church Purposes will not enter into any covenants or other obligations. |
Disclaimer
Please note that this document is to provide guidance and assistance to Managing Trustees and their professional advisers. This guidance note is general in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of any particular matter.
Also note that nothing within the documents and guidance notes provided by TMCP nor any receipt or use of such information, should be construed or relied on as advertising or soliciting to provide any legal services. Nor does it create any solicitor-client relationship or provide any legal representation, advice or opinion whatsoever on behalf of TMCP or its employees.
Accordingly, neither TMCP nor its employees accept any responsibility for use of this document or action taken as a result of information provided in it.
Please remember that Managing Trustees need to take advice that is specific to the situation at hand. This document is not legal advice and is no substitute for such advice from Managing Trustees' own legal advisers.