Purchase Template Clauses

These Template Clauses are for use on the purchase of property to be held on the Methodist Model Trusts set out under Part III of Schedule 2 to the Methodist Church Act 1976

Before sending the purchase contract and transfer deed prepared by the seller’s solicitors to TMCP for approval, please consider the contents of the Purchase Guidance for Solicitors and incorporate the following provisions making only amendments necessary to take account of differences in terminology between the rest of the documents and the template clauses such as if reference is made to “the Land” as opposed to “the Property”:

Part 1 - Contract

1. The buyer

The buyer should be described as:

If the managing trustee body is not itself a registered charity:

1A. “Trustees for Methodist Church Purposes of Central Buildings Oldham Street Manchester M1 1JQ (registered charity number 1136358) (Board) as custodian trustees acting by the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF MANAGING TRUSTEE BODY] (*1) as managing trustees (Managing Trustees)

If the managing trustee body is itself a registered charity (*2):

1B. “Trustees for Methodist Church Purposes of Central Buildings Oldham Street Manchester M1 1JQ (registered charity number 1136358) (Board) as custodian trustees acting by the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF REGISTERED CHARITY] (registered charity number [NUMBER]) as managing trustees (Managing Trustees)”

2. Charity law and Methodist law statements

The following provisions must be included in the body of the contract:
 
a) “The Property will be held by the Board in trust for a non-exempt charity and the restrictions on disposition imposed by sections 117 to 121 of the Charities Act 2011 will apply to the Property (subject to section 117(3) of that Act).”

b) “All obligations on the part of the Buyer in this Contract shall be construed as being obligations on the part of the Managing Trustees only and nothing in this Contract shall impose any personal or other liability on the Board as custodian trustees.”

3. Additional clauses

If there is to be a delay between exchange and completion e.g. conditional contract and completion is not envisaged for several months:

a) “In this Contract references to the Managing Trustees shall include their successors from time to time ascertained in accordance with the provisions of Part II of Schedule 2 to the Methodist Church Act 1976”

4. Authority to Sign

If the contract is to be executed as a deed (e.g. a development agreement):

a) “This Contract 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 Charities Act 2011 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;” and

b) “The Board has signified its concurrence to this purchase by affixing its common seal to this Contract with the sanction of two of its Board Members.”

Part 2 - Transfer deed

1. Transferee for entry on the register:

“TRUSTEES FOR METHODIST CHURCH PURPOSES being a charitable body corporate established by the Methodist Church Act 1939 and registered charity number 1136358”

2. Transferee's intended address(es) for service in the U.K. (including postcode) for entry on the register:

“Central Buildings, Oldham Street, Manchester M1 1JQ”

No other address should appear on the register.

3. Declaration of Trust

Please include provisions declaring that:

3.1 “The Transferee is to hold the Property as custodian trustees upon the model trusts of the Methodist Church for the time being contained in Part III of Schedule 2 to the Methodist Church Act 1976 (Model Trusts).”

3.2 If the managing trustee body is not itself a registered charity:

“The management of the Property and the exercise of any power or discretion expressed to be exercisable by the trustees or the managing trustees under the Model Trusts shall be vested in [1st NOMINATED MANAGING TRUSTEE] and [2nd NOMINATED MANAGING TRUSTEE] and others the members (or such of the members as have attained full age) of the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF MANAGING TRUSTEE BODY] (*3) as managing trustees  care of [ADDRESS] (*4) (together “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 Methodist Church Act 1976.”

OR

3.3 If the managing trustee body is itself a registered charity:

“The management of the Property and the exercise of any power or discretion expressed to be exercisable by the trustees or the managing trustees under the Model Trusts shall be vested in [1st NOMINATED MANAGING TRUSTEE] and [2nd NOMINATED MANAGING TRUSTEE] and others the members (or such of the members as have attained full age) of the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF REGISTERED CHARITY] (registered charity number [NUMBER]) as managing trustees care of [ADDRESS] (*5)  (together “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 Methodist Church Act 1976.”

4. Additional Provisions

Please include the following provisions (in a Continuation Sheet if necessary), which are required in order to comply with charity law:

“4.1 The Property will, as a result of this Transfer, be held by or in trust for a non-exempt charity and the restrictions on disposition imposed by sections 117 to 121 of the Charities Act 2011 will apply to the Property (subject to section 117(3)of that Act).”

“4.2 By a resolution duly passed at a duly constituted meeting of the Managing Trustees this Transfer is intended to be executed by two of the Managing Trustees upon whom the Managing Trustees acting under Section 333 of the Charities Act 2011 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.”

“4.3 The Transferee has signified its concurrence to this purchase by affixing its common seal to this Transfer with the sanction of two of its Board Members”

5. Covenants

As Custodian Trustees, the transferee will not give any covenants nor undertake any obligations in the transfer deed.  Any obligations or other liability on the part of the transferee must fall on the Managing Trustees instead.  Equally, any covenants in favour of the transferee should be enforceable by the Managing Trustees as well as by the transferee.  Therefore, if any covenants or other obligations are being given or undertaken in the transfer, please ensure the draft adequately reflects the Custodian/Managing Trustees’ position and consider including provisions as follows (or similar):

“5.1 Wherever the Transferee covenants with the Transferor in this Transfer those covenants shall be construed as being given by the Managing Trustees on behalf of the Transferee and nothing in this Transfer shall impose any personal or other liability on the Transferee as custodian trustees.”

“5.2 Wherever the Transferor covenants with the Transferee in this Transfer those covenants shall be deemed to be made separately with the Managing Trustees as well as with the Transferee.”

6. Execution Provisions

V.1.2 - 29-03-2023