Sale Template Clauses (Scotland)

These Template Clauses are for use on the sale of Methodist Model Trust Property in Scotland. Before drafting the qualified acceptance and disposition and sending the documents to TMCP for approval, please consider the surveyor’s advice obtained by your clients, the Managing Trustees.

The template clauses should be incorporated into the qualified acceptance and disposition as drafted below unless indicated otherwise. The only amendments that should be made are 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 – Qualified Acceptance

Please use the template clauses set out below:

1. The  Seller

The Seller should be described as:

“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 SC [NUMBER]) as managing trustees (Managing Trustees)”

2. Methodist statements

The following provisions need to be included in the body of the Qualified Acceptance:

a) “The Board holds the Property as custodian trustees upon the model trusts for the time being contained in Part III of Schedule 2 to the Methodist Church Act 1976 and the Managing Trustees are the managing trustees of the Property ascertained in accordance with the provisions of Part II of Schedule 2 to that Act.”

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

c) “It is agreed and declared that all warranties, statements and confirmations on the part of the Seller in [the Missives] shall be construed as being warranties, statements and confirmation on the part of the Managing Trustees only and no warranties, statements or confirmations in [the Missives] shall be construed as having been given by the members of the Board as custodian trustees”

(d) "The Disposition to the Buyer will be in the form attached."

3. Additional clauses

If there is likely to be a delay between the Qualified Acceptance and conclusion of missives please include the following additional clause:

“In this Qualified Acceptance 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”

Part 2 – Disposition

Please use the template clauses set out below in the Disposition:

1. Parties

[FIRST]   TRUSTEES FOR METHODIST CHURCH PURPOSES being a charitable body corporate established by the Methodist Church Act 1939 and registered with charity number 1136358 and having its principal office at Central Buildings Oldham Street Manchester M1 1JQ being the custodian trustees for the subjects hereinafter disponed by virtue of Section 9(2) of the Methodist Church Act 1976 and as such custodian trustees heritable proprietors of the said subjects (hereinafter called “the Board”) and

[SECOND] [NAME OF FIRST NOMINATED MANGING TRUSTEE] residing at [insert first nominated Managing Trustee’s address] [insert capacity] and [NAME OF SECOND NOMINATED MANGING TRUSTEE] residing at [insert second nominated Managing Trustee’s address] [insert capacity] duly authorised representatives of and signatories for and on behalf of the members (or such of the members as have attained full age) of the [Church Council] OR [Circuit Meeting] OR [other appropriate managing trustees body] of [NAME OF REGISTERED CHARITY] (registered charity SC[NUMBER]) and being such members the managing trustees of the said subjects by virtue of Section 9(3) of the Methodist Church Act 1976 ascertained in accordance with the provisions of Part II of Schedule 2 to the Methodist Church Act 1976 (hereinafter called “the Managing Trustees”)

2. Methodist statements

(a) “The consent of the Methodist Council has been given to this sale by a Memorandum of Consent dated [insert date of Memorandum of Consent] and signed by the Conference Officer for Legal & Constitutional Practice or by another person authorised by the Methodist Council”

(b) “The Board has signified its concurrence to this sale by affixing its common seal to this Disposition with the sanction of two of its Board Members”

(c) “By a resolution duly passed at a duly constituted meeting of the Managing Trustees this Disposition is intended to be executed by two of the Managing Trustees upon whom the Managing Trustees acting under Model Trust 16(1)(n) 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 concerning the said subjects”

(d) “Nothing herein will impose any personal or other liability on the Board as custodian trustees”

3. Warrandice

A fact and deed warrandice will be given. Please insert the following clause:

“We the Board grant warrandice from our own facts and deeds only; And we the Managing Trustees grant warrandice from our own facts and deeds only.”

Execution Provisions

If you have any queries in relation to the guidance in this document please contact TMCP Legal for further assistance.