Sale Template Clauses

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 DAR 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 (Part 2 - Transfer Deed)

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 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
 
c) 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:

d) 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

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