Free Conditional Contract for Sale of Land (UK)

CONDITIONAL CONTRACT FOR SALE OF LAND — DEED

LP(MP)A 1989 S.2  ·  Common Law Conditional Contract  ·  LURA 2023 S.225 Awareness  ·  England And Wales

THIS CONDITIONAL CONTRACT FOR SALE OF LAND is made on 18 June 2026 between:

(1) Marston Estate Trustees Limited of Marston Manor, Marston-on-the-Hill, North Yorkshire YO61 4SP (Company No. 07925416) (the "Vendor"); and

(2) Heritage Northern Developments Limited of 24 King Street, Leeds LS1 2HL (Company No. 11349872) (the "Purchaser").

WHEREAS the Vendor is the registered proprietor of the freehold land known as Marston Manor East Field — approximately 6.8 hectares of pasture and adjoining hedgerow forming part of Title YO48217 registered at HM Land Registry under title number YO48217 (the "Property") and the Vendor has agreed to sell and the Purchaser has agreed to buy the Property at the Purchase Price subject to satisfaction of the condition set out below;

AND WHEREAS this Agreement is intended to create a binding contract for the sale of the Property conditional upon satisfaction of the Condition (clause 3) by the Long-Stop Date (clause 4);

NOW THIS DEED WITNESSES as follows.

This Agreement complies with Law of Property (Miscellaneous Provisions) Act 1989 s.2 — in writing, incorporating all expressly agreed terms, signed by both parties. Non-compliance would render the Agreement void (not merely unenforceable) — partial performance is no answer (Tootal Clothing Ltd v Guinea Properties Management Ltd [1992] 64 PandCR 452). It is executed and delivered as a deed under LP(MP)A 1989 s.1; the limitation period for any claim under this deed is 12 years (Limitation Act 1980 s.8).

1.1 Sale. The Vendor shall sell and the Purchaser shall buy the Property at the Purchase Price subject to satisfaction of the Condition by the Long-Stop Date.

1.2 Binding nature. This is a binding conditional contract — not an option. Once the Condition is satisfied within the Long-Stop Date, BOTH parties are bound to complete on the Completion Date. Neither party may walk away merely because they later regret the deal (Pritchard v Briggs [1980] Ch 338 — distinction between option, conditional contract and pre-emption).

1.3 Title guarantee. The Vendor sells with full title guarantee under the Law of Property (Miscellaneous Provisions) Act 1994 ss.2-4.

2.1 Purchase Price. The Purchase Price for the Property is 1,875,000.00 GBP, payable on Completion.

2.2 Deposit. The Purchaser has paid to the Vendor on or before the date of this Agreement the sum of 93,750.00 GBP (the "Deposit") as a deposit on account of the Purchase Price. Receipt is acknowledged.

2.3 Deposit treatment. The Deposit shall be held as stakeholder. On Completion, the Deposit is credited against the Purchase Price. If the Condition is not satisfied by the Long-Stop Date and the Agreement is terminated, the Deposit shall be dealt with in accordance with clause 4.

3.1 The Condition. Completion of the sale of the Property is conditional upon GRANT OF PLANNING CONSENT — the issue of a planning permission acceptable to the Purchaser (acting reasonably) under the Town and Country Planning Act 1990.

3.2 Certainty. The parties agree that the Condition above is sufficiently CLEAR and CERTAIN to be enforceable (Total Oil Great Britain Ltd v Thompson Garages (Biggin Hill) Ltd [1972] 1 WLR 318). Where the Condition involves an evaluative judgment (e.g. "satisfactory survey"), the assessment shall be made by the relevant party acting REASONABLY (not arbitrarily); the test is objective.

4.1 Long-Stop Date. The Condition must be satisfied (or expressly waived in writing by the party benefiting from it) by no later than 18 December 2027 (the "Long-Stop Date"), being approximately 18 months after the date of this Agreement.

4.2 Time of essence. Time is of the essence in respect of the Long-Stop Date (United Scientific Holdings Ltd v Burnley BC [1978] AC 904).

4.3 Termination on failure. If the Condition has not been satisfied (or waived) by the Long-Stop Date, either party may serve written notice on the other terminating this Agreement. On termination: (a) neither party has any further liability under this Agreement (save for accrued rights); (b) the Deposit shall be refunded to the Purchaser within 7 working days; (c) each party bears its own costs.

4.4 Satisfaction. If the Condition is satisfied within the Long-Stop Date, the Purchaser shall promptly notify the Vendor in writing (the "Satisfaction Notice"), specifying the date of satisfaction. Completion shall then take place on the Completion Date (clause 5).

5.1 Date. Completion shall take place on a date no later than 20 working days after the date of the Satisfaction Notice (the "Completion Date").

5.2 Form of transfer. Completion shall be by execution and delivery of Form TR1 (Transfer of Whole of Registered Title) under HM Land Registry rules. The Vendor transfers with full title guarantee (LP(MP)A 1994 s.2).

5.3 SDLT. The Purchaser is responsible for any SDLT (or Land Transaction Tax in Wales) arising on the transfer; the SDLT1 return is due within 14 days of the effective date (FA 2003 s.76 as amended).

6. CONDITION TYPE — DETAILED MECHANISM.

The Condition specified in clause 3.1 above is amplified as follows. Where any provision in this clause 6 conflicts with clause 3, this clause 6 prevails.

(A) PLANNING CONSENT — TCPA 1990. Completion is conditional on the grant of a planning permission acceptable to the Purchaser. "Acceptable" means a planning permission for the development of the Property:
   (i) at a density of at least 14 dwellings per acre;
   (ii) with no condition imposing affordable housing in excess of 30% by floor area;
   (iii) with no condition requiring Section 106 contributions or Community Infrastructure Levy (CIL) charges in excess of 25,000.00 GBP per dwelling;
   (iv) free from any pre-commencement condition that materially affects scheme viability.

The Purchaser shall submit the planning application within 90 days of the date of this Agreement; the Vendor shall sign the Article 13 Town and Country Planning (Development Management Procedure) (England) Order 2015 ownership certificate and otherwise co-operate.

Condition narrative:
The planning condition reflects Heritage Northern's development strategy for residential infill on the Marston East Field. 14 dwellings per acre × 16.8 acres = approximately 235 dwellings target. Affordable housing cap at 30% reflects the Hambleton District Local Plan policy plus modest tolerance; Section 106 cap at GBP 25,000 per dwelling reflects the typical North Yorkshire infrastructure contribution range. The Purchaser will lodge the planning application within 90 days; the Vendor will sign the Article 13 ownership certificate. Total Oil v Thompson Garages [1972] 1 WLR 318 — these thresholds are specific and certain; the Purchaser cannot waive the Condition on the basis of a vague "unsatisfactory" judgment.

7. LONG-STOP DATE + TERMINATION — UNITED SCIENTIFIC + DEPOSIT TREATMENT.

(A) TIME OF ESSENCE. Time is of the essence in respect of the Long-Stop Date (United Scientific Holdings v Burnley BC [1978] AC 904 confirms the presumption in commercial property transactions). The Long-Stop Date is a strict deadline; no extension is permitted save by mutual written agreement.

(B) TERMINATING PARTY. If the Condition is not satisfied (or waived) by the Long-Stop Date, EITHER PARTY (Vendor or Purchaser) may serve written notice on the other terminating this Agreement. Termination is effective on receipt of the written notice.

(C) DEPOSIT TREATMENT ON TERMINATION. On termination by reason of the Condition not being satisfied, the Deposit shall be REFUNDED IN FULL to the Purchaser within 7 working days of termination (no deduction for the Vendor's costs).

(D) ACCRUED RIGHTS. Termination is without prejudice to: (i) any right of either party to claim damages for breach occurring before termination; (ii) any costs award if a court determines the failure of the Condition was caused by a party's breach of its reasonable endeavours obligation (clause 8 below).

(E) WAIVER. Either party may, in writing, waive the Condition (or any element of it). Waiver must be by deed or signed letter; oral or implied waiver is insufficient.

Long-stop narrative:
The 18-month Long-Stop Date (18 December 2027) is calibrated to the typical North Yorkshire planning application + appeal cycle: 13 weeks LPA determination + potential s.78 appeal (12 weeks if householder, 6 months if major — the latter applies here so build in 12 months for appeal cycle). Time of essence per United Scientific Holdings v Burnley BC [1978] AC 904 — the deadline is strict. Either party may terminate on failure of the Condition by the Long-Stop Date; Deposit refunded to Purchaser in full within 7 working days (no Vendor cost deduction agreed — reflects market practice for vendor-friendly transactions where the Vendor receives an up-front deposit retention via the time-value of money but is not entitled to claw back vendor costs).

8. REASONABLE ENDEAVOURS OBLIGATION — SAINSBURY'S v OLYMPIA HOMES [2005].

(A) THE OBLIGATION. the PURCHASER shall use ALL REASONABLE ENDEAVOURS — a more onerous duty to exhaust all reasonable steps, including those that may be against the party's own commercial interests (the gap between this and "best endeavours" is narrow) to procure the satisfaction of the Condition by the Long-Stop Date.

(B) MEANING OF THE OBLIGATION. The Chancery Division in Sainsbury's Supermarkets Ltd v Olympia Homes Ltd [2005] EWHC 1235 (Ch) considered reasonable endeavours obligations in the context of land sale structures. The court will require GENUINE pursuit of the outcome — not merely going through the motions. A party subject to a reasonable endeavours duty must take the steps a sensible and prudent party in the same position would take to achieve the outcome, considered in the round. Where the contract's commercial purpose so requires, an implied duty of good faith may attach (consistent with the modern Yam Seng Pte Ltd v International Trade Corp Ltd [2013] EWHC 111 (QB) line of authority on relational contracts).

(C) ENDEAVOURS LEVEL DISTINCTION.
   (i) Reasonable endeavours — steps a reasonable party would take, considering its own commercial interests.
   (ii) All reasonable endeavours — exhaust all reasonable steps; gap with "best endeavours" narrow but real.
   (iii) Best endeavours — most onerous; ALL steps a prudent and determined party would take, even where adverse to own commercial interests (Sheffield District Railway v Great Central Railway [1911] 27 TLR 451 historic gloss; modern position in Jet2.com Ltd v Blackpool Airport Ltd [2012] EWCA Civ 417).

(D) PROGRESS REPORTING. The party subject to the obligation shall provide the other party with a written progress report at intervals no less frequent than every 30 days, setting out: (i) steps taken in the preceding period; (ii) anticipated next steps; (iii) any material risk that the Condition may not be satisfied by the Long-Stop Date.

(E) CONSEQUENCES OF BREACH. A material breach of the endeavours obligation may entitle the non-breaching party to: (i) damages for loss of bargain; (ii) where the Vendor is in breach, an order for specific performance; (iii) recovery of the Deposit notwithstanding clause 7(C) above where the failure of the Condition is attributable to the breach.

Endeavours narrative:
The Purchaser bears the reasonable endeavours obligation — natural given the Purchaser is the planning applicant and prime beneficiary. "All reasonable endeavours" chosen over "reasonable endeavours" — the Vendor wanted assurance that Heritage Northern will exhaust the planning route (including appeal if necessary), not merely abandon at first refusal. Sainsbury's Supermarkets v Olympia Homes [2005] EWHC 1235 (Ch) — the standard requires genuine pursuit, not going through the motions. 30-day progress reports allow the Vendor to monitor (and potentially intervene if the Purchaser flags a material risk). Yam Seng [2013] EWHC 111 (QB) relational-contract good faith may inform interpretation where commercial purpose requires. Jet2.com v Blackpool Airport [2012] EWCA Civ 417 — "all reasonable endeavours" can include steps adverse to short-term commercial interest where required to achieve the contractual objective.

9. LURA 2023 s.225 AWARENESS + NOTICE PROTECTION.

(A) LURA 2023 s.225 + REGULATIONS 2026. The Levelling-up and Regeneration Act 2023 s.225 introduces a mandatory disclosure regime for "contractual control" agreements over registered land in England and Wales. The Provision of Information (Contractual Control) (Registered Land) Regulations 2026 (SI 2026/977) come into force on 6 April 2027. HM Land Registry will not begin publishing the contractual control information until "as soon as possible after 6 April 2028" (monthly thereafter).

Four contractual control categories:
   (i) option to purchase;
   (ii) CONDITIONAL CONTRACT (THIS AGREEMENT);
   (iii) right of pre-emption;
   (iv) promotion agreement.

(B) DISCLOSURE OBLIGATION. The obligation rests on the Grantee (the party benefiting from the right — here, the Purchaser). Disclosure shall be made electronically to HM Land Registry by a regulated conveyancer (an authorised conveyancer within the meaning of LRA 2002 s.107A or a body designated under the Regulations).

(C) TIMING. For an agreement entered into AFTER the Regulations are made but BEFORE 6 April 2027, disclosure must be made by an absolute deadline to be fixed by HMLR; for trigger events on or after 6 April 2027, disclosure within a window stipulated by the Regulations. The Purchaser shall instruct its conveyancer to diary the deadline applicable to this Agreement as soon as the Regulations are finalised. The Purchaser shall NOT pre-assume a specific window (e.g. 60 days) absent confirmation in the final Regulations.

(D) OFFENCE. Non-compliance with the disclosure regime, or knowingly or recklessly providing false or misleading information, is a criminal offence under LURA 2023 s.225. Maximum penalty: up to two years' imprisonment on conviction on indictment plus fine; lesser sentences on summary conviction.

(E) NOTICE PROTECTION ON THE REGISTER — LRA 2002 ss.32-39. Separately from the LURA 2023 disclosure regime, to protect this Conditional Contract against subsequent registered purchasers for valuable consideration (who otherwise take free under LRA 2002 s.29), the Purchaser may lodge the following notice on the proprietorship register of the Property:

UNILATERAL NOTICE (Form UN1) — the Purchaser lodges Form UN1 with HM Land Registry without the Vendor's consent. The Vendor receives notice of the lodgement and may apply to cancel. Suitable where the Vendor is not actively cooperating but the conditional contract is binding.

(F) PRIORITY. Notice protection ranks the Conditional Contract against the Property's title from the date of HMLR registration of the notice. Without notice, the Purchaser's only remedy on a "sale-on" by the Vendor is damages against the Vendor — not specific performance against the new purchaser.

LURA / notice narrative:
This Conditional Contract is a "contractual control" under LURA 2023 s.225 category (ii) — conditional contract. The Provision of Information (Contractual Control) (Registered Land) Regulations 2026 (SI 2026/977) come into force 6 April 2027. The Purchaser's solicitor (Branston Connolly LLP) is instructed to: (i) diary the regulatory deadline applicable to this Agreement once the final Regulations are promulgated; (ii) NOT pre-assume a specific window (the brief's caveat — no hard-coded 60-day period absent final reg confirmation); (iii) prepare the HMLR submission via the regulated conveyancer route as required. Non-compliance or false information attracts up to 2 years' imprisonment on conviction. Notice protection — UN1 (unilateral) chosen over AN1 (agreed) because the parties prefer the lower administrative burden; the Vendor cannot defeat the UN1 by application to cancel without first applying to the Tribunal to establish the Conditional Contract is not binding, which would be straightforward to defeat given LP(MP)A 1989 s.2 + s.1 compliant deed execution. LRA 2002 s.29 priority rule — without notice, a subsequent registered purchaser for valuable consideration takes free of this Conditional Contract; the Purchaser would have damages only against the Vendor for breach.

For the avoidance of doubt, this Agreement creates a BINDING CONDITIONAL CONTRACT — an unconditional commitment by both parties to complete on satisfaction of the Condition — and NOT (a) an option (Purchaser may choose whether to buy); nor (b) a right of pre-emption (Purchaser has only a contingent right of first refusal). The Court of Appeal in Pritchard v Briggs [1980] Ch 338 settled the threefold distinction. This Agreement binds both Vendor and Purchaser immediately upon execution; only the COMPLETION of the sale is conditional, not the COMMITMENT to it.

(a) Entire agreement: this Agreement constitutes the entire agreement between the parties in relation to its subject matter.
(b) Assignment: the Purchaser may assign the benefit of this Agreement to a connected company without the Vendor's consent; any other assignment requires the Vendor's written consent (not to be unreasonably withheld).
(c) Variation: no variation is effective unless in writing and signed by both parties.
(d) Severability: if any provision is found invalid, the remaining provisions shall remain in force.
(e) Third-party rights: no person who is not a party has any rights under the Contracts (Rights of Third Parties) Act 1999.
(f) Governing law and jurisdiction: this Agreement is governed by the law of England and Wales; the parties submit to the exclusive jurisdiction of the courts of England and Wales.
(g) Execution as a deed: this Agreement is executed and delivered as a deed on the date first written above under LP(MP)A 1989 s.1.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.