In Ireland, the Law Society of Ireland's General Conditions of Sale are typically incorporated into all contracts for sale of property.
The General Conditions deal with the seller’s title to the property and contain standard provisions relating to such matters as the identity and condition of the property, planning and completion matters. The General Conditions also contain warranties and representations on the part of the seller about the property. The parties may vary the general conditions by inserting special conditions in the contract.
Before 1 January 2019 it was common practice to investigate the sellers title to the property after the contract for sale was signed. The Law Society of Ireland's updated General Conditions for 2019 (the 2019 General Conditions) implement investigation of title prior to entering into a binding contract.
General Conditions of Sale 2019
Under the new system, the seller's solicitor will prepare replies to standard Law Society Requisitions on Title and will furnish the complete copy title, the replies to requisitions and the draft contract to the buyer’s solicitor (under the previous system, this happened post-contract). The seller is obliged to disclose all easements, rights and other matters affecting the property that he is aware of having made reasonable enquiries. The buyer's solicitor will then investigate the title and raise such enquiries as they deem appropriate. Where the seller has incomplete information, this will put the buyer on notice to carry out further enquiries. When satisfied as to the title offered and related matters, the buyer's solicitor will advise the buyer to sign the contract. Importantly, the buyer will be precluded from raising any further concerns or queries, except in limited circumstances.
Post-contract requisitions can only be raised on a matter of title which prior to the contract date was not apparent from: (i) the contract or the documents and information provided to the buyer; or (ii) an inspection of the property; or (iii) an inspection of the Planning Register or the searches (if any) furnished to the buyer; or was not otherwise known to the buyer prior to the contract date.
This places a clear duty on the buyer to inspect the Planning Register and to survey the property prior to signing the contract. Buyers must raise any additional queries within 5 working days. If the requisitions are not raised within 5 working days, they will be considered to have been waived and the seller’s replies to requisitions will be considered to have been accepted as satisfactory.
Transfer deed & closing provisions
Under the new system it is envisaged that the buyer will prepare the deed of transfer. The 2019 General Conditions provide that if the deed of transfer has not been agreed before the contract is signed, a draft must be submitted by the buyer's solicitor to the seller’s solicitor not less than seven working days before the closing date.
However, in many cases the parties will agree the form of the deed of transfer pre-contract and incorporate the agreed draft into the contract by way of Special Condition. As for closing, the default position in the General Conditions is that the sale will close five weeks from the contract date, but the parties may change this.
The dispute resolution provisions have been expanded to capture disputes relating to the form of the deed of transfer as well as whether any requisitions or rejoinders have been validly raised by the buyer or satisfactorily addressed by the seller.
Standardise common practice
The 2019 General Conditions implement a system that had become commonplace in many cases. In larger transactions and in transactions such as new build residential sales, pre-contract investigation of title was routinely carried out and the practice had evolved of seller’s solicitors producing the complete title pre-contract, together with a standard set of replies to requisitions on title.
Nevertheless, the move to standardise pre-contract title investigation gives more certainty to the conveyancing process and reduces duplication.