These Sale Template Clauses were last updated on 15th May 2024 to correct transfer template clause 4(a), further to the previous updates made on 2nd April 2024 following the third tranche of reforms made to the Charities Act 2011 which came into force on 7th March 2024. The updates relate to the charity statements in the contract and transfer deed.

 

These Template Clauses are for use on the sale of Methodist Model Trust Property. Before drafting the sale contract, transfer deed and/or lease and sending the documents to TMCP for approval, please consider the contents of the Sale Guidance for Solicitors and the QSR obtained by your clients, the Managing Trustees. Please refer to the Burial Ground Template Clauses if you have been instructed in relation to the sale of a burial ground.

The template clauses should be incorporated into the contract and transfer 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 - Contract

1. The Seller

The Seller 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] (*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. Title Guarantee

The sale must be with Limited Title Guarantee.  The wording of the relevant clause should continue:

“The Property will be sold with limited title guarantee subject to the proviso that for the purpose of the covenant implied by section 3(3) of the Law of Property (Miscellaneous Provisions) Act 1994 neither the Board nor the Managing Trustees are to be considered as being aware of an action of another person merely because it is or was known to or notice of it was given to a predecessor in title or co-trustee”

3. Charity law and Methodist law statements

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

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) “The Property is held by the Board in trust for a non-exempt charity and this disposition is not one falling within paragraph (a), (aa), (b), (c) or (d) of Section 117(3) of the Charities Act 2011, but there is power under the trusts of the charity to effect the disposition and sections 117 to 121 of that Act have been complied with” (*6)

c) “All obligations on the part of the Seller 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.”

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

4. Additional clauses

• Delay between exchange and completion

If completion is not envisaged for several months e.g. conditional contracts (see Section B7 “Conditional Contracts”):

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”

• Non-assignment – conditional contracts

If completion is conditional (see Schedule 1 of the Sale Guidance for Solicitors):

b) “This Contract is personal to the buyer and the buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract or any part of it.”

5. 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 sale by affixing its common seal to this Contract with the sanction of two of its Board Members.”

 

Part 2 - Transfer deed

Please use the template clauses set out below:

1. The Transferor

The Transferor should be described as:

TRUSTEES FOR METHODIST CHURCH PURPOSES (being a charitable body corporate established by the Methodist Church Act 1939 and registered charity number 1136358) (Board) by direction of the persons referred to in Clause [insert clause number for “Declaration of Managing Trusteeship” below] (Managing Trustees)

2. Title Guarantee

The sale must be with Limited Title Guarantee.  The wording of the relevant clause should continue:

“subject to the proviso that for the purpose of the covenant implied by Section 3(3) of the Law of Property (Miscellaneous Provisions) Act 1994 neither the Board nor the Managing Trustees are to be considered as being aware of an action of another person merely because it is or was known to or notice of it was given to a predecessor in title or co-trustee”

3. Declaration of managing trusteeship

Please include a declaration of managing trusteeship as follows:

a) If the managing trusteeship body is not itself a registered charity:

“The Managing Trustees are [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] (*3) care of [ADDRESS] (*4) and as such are the Managing Trustees of the Property in accordance with the provisions of Part II of Schedule 2 to the Methodist Church Act 1976”

b) If the managing trusteeship body is itself a registered charity:

“The Managing Trustees are [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 trustees body] of [NAME OF REGISTERED CHARITY] (registered charity number [NUMBER])] care of [ADDRESS] (*5) and as such are the Managing Trustees of the Property 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 and Methodist law:

a) The Property is held by the Board in trust for a non-exempt charity and this Transfer is not one falling within paragraph (a), (aa), (b), (c) or (d) of Section 117(3) of the Charities Act 2011, but there is power under the trusts of the charity to effect the disposition and sections 117 to 121 of that Act have been complied with (*6)

b) 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 and Constitutional Practice or by another person authorised by the Methodist Council

c) The Board has signified its concurrence to this sale by affixing its common seal to this Transfer with the sanction of two of its Board Members
 
d) 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 concerning the Property

If the buyer is a connected person:

e) The Managing Trustees certify that the Transferee is a connected person for the purposes of s.118([RELEVANT SUB-SECTION]) of the Charities Act 2011 and that as charity trustees they have obtained an order from the Charity Commission authorising this disposition.

5. Covenants in favour of the Methodist Church

If the Transferee gives any covenants in favour of the Transferor (see Sections B5.2 and B6 of the Sale Guidance for Solicitors) and:

“The Transferee covenants with the Managing Trustees and as a separate covenant with the Board as follows..”

OR:

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

6. No liability on the Board

If the Transferee requires the Transferor to undertake any obligations in the transfer (see Section B5.2 of the Sale Guidance for Solicitors):

“The Managing Trustees covenant with the Transferee…”

OR:

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

7. Indemnity covenant

Please insert an appropriate indemnity covenant if one is required such as:

“The Transferee covenants with the Managing Trustees and as a separate covenant with the Board by way of indemnity only, on the Transferee's behalf and on behalf of the Transferee's successors in title, to observe and perform the charges, incumbrances, covenants and restrictions contained or referred to in [the property and charges registers of [TITLE NUMBER[S] OF THE PROPERTY] [and] [in [DESCRIPTION OF RELEVANT CONVEYANCE(S)/DOCUMENTS]] in so far as they are subsisting and capable of taking effect.”

8. Execution Provisions

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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Footnotes  
(*1)

Please insert the name of the appropriate local, circuit, district or connexional body e.g. The Church Council of High Street London Methodist Church.

(*2) The Charities Act 2006 removed the Methodist Church’s previous “excepted from registration” status, meaning that Methodist trustee bodies whose income and assets exceed the relevant thresholds must now register as separate charities.
(*3) Please insert the name of the appropriate local, circuit, district or connexional body eg. The Church Council of High Street London Methodist Church.
(*4) Please insert appropriate contact address – usually that of the Superintendent Minister or Church Council / Circuit Meeting Secretary].
(*5) Please insert appropriate contact address – usually that of the Superintendent Minister or Church Council / Circuit Meeting Secretary].
(*6) This is the statement required under S.122(2A) of the Charities Act 2011.

 

 

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.