15.5 Completion, Post-Completion and Delay Remedies

Transfer deed, pre-completion, apportionments, completion, and after

The usual transfer of a whole registered freehold is TR1 (TP1 for part). Unregistered land being sold will generally be transferred by a deed that is then used for first registration. Execution formalities are not optional:

• an individual executes a deed by signing in the presence of a witness who attests (Law of Property (Miscellaneous Provisions) Act 1989, s.1);
• a company executes under the Companies Act 2006 rules (two authorised signatories, or a director in the presence of a witness, or the seal if used);
• attorneys need a power that authorises the disposition;
• the transfer is usually executed before completion and dated on completion, when it is delivered.

Prescribed clauses, consideration, title guarantee, a declaration of trust if co-buyers are tenants in common, an indemnity covenant if required, and any restriction must be right before you send the document for signature. A TR1 that names the wrong proprietor, or that omits the lender's restriction, will come back from Land Registry after the priority period has started to run.

Pre-completion searches and steps

• OS1 (whole) or OS2 (part) against the title, giving a priority period of 30 working days for the buyer's application;
• K15 Land Charges if the title is still unregistered, and K16 bankruptcy searches against individual borrowers (and as the Handbook requires);
• a company search if a corporate party might be in insolvency;
• TA13 completion information and undertakings on Protocol files: vacant possession arrangements, keys, undertakings to discharge, and the seller's solicitor's bank details;
• a redemption statement for the seller's charge, with per diem interest;
• the completion statement: price, less deposit, plus or minus apportionments, plus any contractual additions, less the mortgage advance on a purchase, leaving the balance to send by same-day transfer.

Apportionments are the financial consideration the specification names expressly. Under the SCS, income and outgoings of the property are apportioned as at completion. On a freehold that may mean an estate service charge, a rentcharge, or insurance. Council tax and utility bills are often dealt with outside the strict contractual apportionment, but they still affect what you tell the client to pay on the day. On SCPC files, rent and service charge apportionments can be large; getting the completion date wrong by one day moves real money. Do not mix up apportionments with SDLT or LTT: those are taxes on the transaction, taught in the later chapter, with a 14-day SDLT filing window in England and a 30-day LTT window in Wales. You still need the cleared funds and the diary entries on this file.

Methods and effect of completion. Residential files almost always complete under the Law Society Code for Completion by Post. The seller's solicitor receives the money, and on completion undertakes to date and release the transfer, to hold the documents to the buyer's order, and to redeem and evidence discharge of the seller's charge. Keys are then released through the agent. Personal completion (all parties in one room) is rare. The effect of completion is that the buyer becomes entitled to possession and to the seller's interest in the land. On registered land, the legal estate moves on registration; the OS1 priority period exists so that the buyer and lender are not overtaken while the AP1 is processed. If you complete and then miss the priority window, you have completed into a risk you were paid to avoid.

Post-completion: date the transfer if not already dated; submit the SDLT or LTT return and obtain the certificate needed for registration; apply to register the transfer and the new charge (AP1) within the OS1 period; register a company charge at Companies House within 21 days where the borrower is a company; send the discharge evidence (electronic discharge or DS1) through; report to client and lender; pay the estate agent if so instructed; close the file only when the new official copies show what you certified they would show.

Delayed completion remedies

Time is not of the essence of a completion date merely because a date appears in the contract (Raineri v Miles is the common-law backdrop; the standard conditions then overlay a scheme). If someone is late, you still have a contract. The remedies are cumulative in the sense the exam cares about: know which one needs a notice, which one needs proof of loss, and which one can kill the contract.

Ready, able and willing is the trap. A seller who has not procured a redemption figure or an executed TR1 is not ready. A buyer who has not got the balance of funds is not ready. Serving a notice you were not entitled to serve wastes time and can rebound.

If the buyer fails to complete after a valid notice, the seller may rescind, forfeit the deposit, and claim damages. If the deposit paid was less than 10%, the standard conditions commonly let the seller recover the unpaid balance of that 10% as well. If the seller fails, the buyer may rescind, recover the deposit, and claim damages. Specific performance remains a possible additional path where damages are not an adequate remedy and the court will compel a sale of unique land.

Worked rhythm for the exam: completion date missed → check who is in default and whether you are ready → claim contractual compensation while the contract is alive → if you need to force the issue, serve a notice to complete → if the notice expires unused, rescind and then sort deposit and common law damages. Do not jump straight from a missed 2pm completion to rescission without the notice machinery the standard conditions require.

That is the freehold practice loop. Title and searches tell you whether to exchange. Finance and the certificate of title tell you whether the money will be there. The contract, the formulae, the TR1, the OS1, and the delay remedies tell you how the file starts, how it finishes, and what you do when it does not finish on time.