Property contracts expert and practising solicitor Robert Balanda, has launched his latest industry guide - Clauses Made Simple (Third Edition) - a must-have resource for real estate professionals and legal practitioners specialising in residential and commercial property.

Clauses Made Simple is a compilation of 450 road tested clauses in simple English that have been used successfully by solicitors in Real Estate and Business transactions. The book has been written by a practising solicitor with over 30 years experience to assist industry professionals involved directly and indirectly in the preparation of Contracts of Sale. Contributions by specialist solicitors on Town Planning, Management Rights, Hotels and Motels make this latest edition the “go-to-guide” for property professionals.

This comprehensive catalogue of sample clauses is based on real life experiences and is the ideal reference guide for those involved in real estate transactions of all kinds. “Clauses Made Simple” has now become the industry standard.

Contents

Residential Land, House & Unit Sales

Chapter 1

Vendor Finance and Other Finance Matters

1. Seller Finance – First Mortgage
2. Seller Finance – Second Mortgage
3. Shortened Finance Clause
4. Subject to Seller Obtaining Finance Approval to Purchase Another Property
5. Subject to repayment of loan monies to the Buyer
6. Seller to subsidise Purchaser’s loan repayments
7. Subsidy of Buyers others costs
8. Finance – evidence you applied for it
Chapter 2

Deposits and Commission

1. Payment of Deposit by Instalments
2. Payment of Deposit
3. Release of Deposit to Seller
4. Release of Deposit to Allow Seller to Purchase Another Property
5. Consent Caveat
6. Guarantee That Property Not Encumbered
7. Payment of Deposit Into Interest Bearing Account
8. Balance Purchase Price Paid by Lodgment of Guarantee
9. Guarantee that Sale Not Caught by Sole Agency
10. Deposit Paid by Bank Guarantee to the Seller
(No Money Held by Agent to Pay Commission)
11. Bank Guarantee in place of deposit
12. Appointment of Agent clause
13. Deposit Not Enough to Cover Agent’s Commission
14. Alternative clause 50
15. Guarantee by Seller of Accuracy of Material Supplied by Agent
16. Disclosure to Buyers regarding accuracy of material supplied by seller
Chapter 3

Guarantees – Personal, Rental & Others

1. Director’s Guarantee
2. Seller Guarantee Rental Until Property Let
3. General Rental Guarantee
4. Guarantee of Authority to Sign
5. Financial Check of Company Providing Rental Guarantee
6. No Contract Until Provision of Directors Guarantees

Chapter 4

Council matters and Development Approvals

1. Subject to Outcome of Meeting with Council Officers and then Building
Approval
2. Access to Site for Preliminary Site Inspection
3. Integrated Planning Act & Sustainable Planning Act
4. Subject to Local Authority Consent to Use
5. Subject to Council Approval of Plans
6. Subject to Re-Zoning
7. Repayment to Buyer for Costs of Plans and Town Planning Application
8. Transfer of the benefit of various works, plans, approvals and other matters
to the Buyer
9. Development Approval

Chapter 5

Leases and Tenancies

1. Seller to remain as tenant after settlement 82
2. Alternative Clause
3. Buyer to take possession before completion and after tenant vacates
4. Option to take a Lease
5. Annual rent and reviews of rent
6. Tenancy Agreement in place by settlement
7. Copy of Lease
8. Seller to remain in possession after settlement under Licence (and not
Lease)


Chapter 6

House and Land Packages

Builder’s House and Land Package

Chapter 7

Sale of Unregistered Land

1. Sale of Vacant Unregistered Land
2. Subject to Registration – Alternative Clause
3. Sale of vacant unregistered land contain on a Plan of Survey of five blocks
or less





Chapter 8

Sale by Deceased Estate

1. Sale by Executor Where Deceased Has Made a Will
2. Sale by Administrator (Where Deceased Dies Without a Will)
3. Subject to Registration of Record of Death
4. Variation of Clause “Subject to Registration of Record of Death”

Chapter 9

Inspection, Building Covenants and Building Maters

1. Guarantee that House Constructed by a Registered Builder
2. House Constructed by Owner Builder
3. Inspection for Termites
4. Subject to Building Inspection
5. Inspection for Termites and Pests
6. Maintenance of Property
7. Maintenance of Appliances
8. Alternative Clause
9. State of Property on settlement
10. Building on the lands and development of the lands
11. Inspection of the Property
12. Right to construct a pool prior to settlement
13. Subject to Buyer satisfying itself that it can build five units on a block
14. Building Covenants
15. Seller to carry out building work
16. Seller to carry out building work before settlement and monies to be retained
17. Notice issued under the Building Act
18. Delivery of Council Approval Plans

Chapter 10

Trades

1. Simultaneous Settlement Clause
2. Part of Price to be Paid by Transfer of Car

Chapter 11

Mortgage Sales

1. Capacity of Seller
2. Mortgages, Caveats or Writs
3. Release of Mortgage
4. Terms of Contract
5. Property Purchased As Is
6. Mistakes, errors and survey
7. Dividing Fences
8. Buyers Enquires and Investigations
9. Entire Agreement

Chapter 12

Units and Body Corporate Matters

1. Failure to Operate Body Corporate
2. Seller to Provide Figures
3. Taking Possession of Unit Prior to Completion (Sale Off the Plan)
4. Use of Car Space
5. Exclusive Use Rights
6. Standard of Construction and Fittings in a New Property
7. Certificate of Classification
8. Voting Rights of Developer in New Body Corporate
9. Depreciation Schedule for Taxation Purposes
10. Advanced Booking
11. Body Corporate Inspection Search
12. Security for Body Corporate Liability
12A. Alternate Clause for Security for Body Corporate Liability
13. Committee Approval for Renovations
14. Approval of Family Pet

Chapter 13

Surveys, Soil Tests & Investigations

1. Due Diligence
2. Access to Site to Carry Out Tests and Investigations
3. Encroachment
4. Survey and Inspection
5. Soil Test
6. Flooding
7. Right to conduct a survey but with limited rights
8. Right to conduct legal due diligence – but with contract not subject to it
9. Environmental Check
10. Fire Safety

Chapter 14

Buying Units “Off the Plan”

1. Building defects
2. Additional works
3. State of Unit and Scheme
4. Additional Special Conditions for unit “on sale” contract
5. Representation on Views
6. A twist to protection yourself regarding the quality of the unit


Chapter 15

General Clauses

1. Work to be carried out before settlement
2. Subject to procuring a Contract of Sale for another property
3. Subject to settlement of the sale of another property
4. Early settlement clause
5. Instalment contract
6. Sale of property where the seller is not yet the registered owner
7. Subject to the Seller procuring other contracts
8. Subject to another contract on the same property not proceeding
9. Property Affected by Resumption
10. Manufacturer’s Warranties
11. Offer to Purchase
12. Taking Possession Prior to Settlement
13. Solicitors Approval
14. Carpet Clean
15. Foreign Investment Review Board Approval
16. Facsimile Copies of Contract
17. Right of Sellers to Make a Contract Unconditional if they Secure a Better Offer (Alternative One)
18. Right of Sellers to Make a Contract Unconditional if they Receive a Better Offer (Alternative Two)
19. Counterpart Condition
20. Confidentiality Clause
21. Alternative Confidentiality Clause
22. Subject to Outcome of Family Court Proceedings
23a. Subject to Purchaser Satisfying Itself Regarding the Terms of the Easement
23b. Access Easement
24. No-Representation Clause
25. Purchaser purchases the property “as is”
26. Fitting the Security Screens and Vertical Blinds
27. Land Tax
28. Sale by Receiver
29. Fixtures and Fittings Sold “As Is”
30. Limitation of Sellers Liability Where Seller is a Trust
31. Grease Traps and Septic Systems
32. Cleaning of House
33. Nominee
34. Access by the Buyer for marketing for sale or rental
35. Agreement to do and Sign Whatever is Necessary to Achieve Purpose of the Contract
36. Severance Clause
37. Disclaimer
38. Keep Lands Clear
39. Buyer Accepts Fences “As Is”
40. Body Corporate Levies Payable by Developer
41. The Savoy Clause
42. Responsibility for abandoned items
43. Force Majeure
44. Right of first refusal (from a Developer)
45. Right of first refusal (from others)
46. Power of Attorney
47. Trustee Warranties
48. Insurance
49. Death or Insolvency of Buyer
50. Risk
51. Good Faith
52. Interpretation
53. Marina Berths
54. Sellers right to terminate
55. Subject to valuation
56. An alternative approach to the valuation
57. Internet Connection
58. Possession under Licence
59. Passing of Defects Liability of Builder to Buyer
60. How watertight are sole agencies


Commercial and Business Contracts

Chapter 16

Deposits and Commission

1. Payment of Deposit by Instalments
2. Delayed Payment of Deposit
3. Payment of Deposit Into Interest Bearing Account
4. Desposit Not Enough to Cover Commission
5. Commission Payable on Sale of Freehold Property on Which Leasehold Business Operates
6. Guarantee by Seller of accuracy of material supplied by agent
7. Disclosure to Buyers regarding accuracy of materials supplied by Seller

Chapter 17

Leases and Licences

1. Payout of Lease
2. Purchaser to be satisfied with the Terms of Existing Lease (alternative clause to Standard Condition)
3. Contract Subject to Purchaser Being Satisfied With Terms of Leases and Other Service Contracts
4. Grant of New Lease (alternative to Standard Condition)
5. Grant of new Lease
6. Guarantee by Vendor that Lease is Registered
7. Lease Terms to be Approved by Purchaser if Vendor Delivers Signed Copy of Lease
8. New Lessee to Replace Bond
9. Purchaser Satisfied with Terms of Lease
10. Licensing of Software
11. Transfer of Lease by a company associatied with the Vendor
12. Subject to Lease Back
13. Purchaser to Execute Deed to Covenant to Protect Lease
14. Rent Review
15. Seller to arrange for Lease to be varied
16. Release of outgoing Tenants and Guarantors under Lease
17. Release of Seller and Guarantors under plant and equipment Lease
18. Annual rent and reviews of rent
19. Tenancy Agreement
20. Copy of Lease
21. Grant of Food Licence

Chapter 18

Stock, Plant and Equipment

1. Acknowledge that Certain Items Not Included in Sale
2. Maintain Plant in Good Working Order
3. Maintain Stock Where Sale is “Walk In, Walk Out”
4. Maintenance of Stock to a Minimum Value
5. Stock to Exclude Second Hand or Used Goods
6. Fixtures and Fittings Sold With All Faults
7. List of Plant and Equipment to be Supplied by Vendor
8. Evidence to Supplied that Vendor is Owner of Plant
9. Payout of the PABX

Chapter 19

Motels

1. Property Adversely Affected
2. Forward Bookings
3. Referral Group
4. Deed of Consent / Right of Entry
5. FIRB Approval
6. Managament of the Business
7. Occupanices
8. Right of First Refusal

Chapter 20

Hotels

1. Transfer of Liquor Licence
2. Gaming Machine Licnce
3. Detached Bottleshop
4. Completion and Settlement
5. Warranties
6. Guest Contracts
7. Jackpots
8. TAB
9. Keno
10. Designated Outdoor Smoking Area

Chapter 21

Liquor Licence

1. Subject to Search of Licence
2. Subject to Transfer of Licence

Chapter 22

Employees of Business

1. Employment of Manager After Settlement
2. Introduction of Staff to Purchaser Once Finance Approved
3. Vendor to Promote Purchaser to employees
4. Vendor to supply details of employees
5. Contracts with Sub Contractors (Drivers)
6. Engagement of Staff

Chapter 23

Solicitor’s Approval

1. Approval of Purchaser’s Solicitor
2. Approval of Vendors Solicitors

Chapter 24

Franchise Matters

1. Approval of Franchise Agreement
2. Subject to Franchisor’s Consent to transfer of Franchise
3. Subject to Franchisor’s consent to appointment of Purchaser as Franchisee
4. Purchaser to enter into new Agreement with Franchisor
5. Release of Vendor from current Franchise Agreements

Chapter 25

Council & Government Matters

1. Lawfulness of the Business
2. Purchaser acquires the business “as is”
3. Vendor Warrants only that there are no Unsatisfied Requisitions up to the Date of the Contract
4. Chair Licences and other Government approvals
Chapter 26

Mangaement Rights

1. Body Corporate Approval of Pet
2. Vendor to Put Certain Motion to Body Corporate in General Meeting
3. Subject to Body Corporate Approval of Motions in General Meeting
4. Extension of Restraint of Trade
5. Verification of Likely Profit of Business
6. Subject to Purchaser Verifying Details of Furniture Package
7. Tuition and Marketing Advice to be Provided by the Vendor
8. Contemporaneous of Completion
9. Stock in Shop Included in the Sale
10. Employees of the Business
11. Accuracy of Figures, Records, and Information
12. Vendor to the Transfer Management of Units Owned by It
13. Due Diligence
14. Subject to Lender’s Due Diligence
15. Confidentiality
16. Purchaser to be Satisfied with the Terms of Powers of Attorney Granted to the Developer
17. Purchaser to be Satisfied with Terms of Rental Guarantee
18. Guarantee that Office on Title
19. Lease Backs
20. Wholesaler/Airline Program
21. GST Existing Complexes
22. Forward Booking of Investment Units
23. Profitability of Meal Service
24. Calculation of Purchase Price
25. Multiple Body Corporate
26. Grant of new Caretaking and Letting Agreement
27. Income Verification
28. Placement by Committee to item on Agenda to next AGM Grant of new Agreements.
29. Units owned by current Manager
30. Failure to obtain Body Corporate consent to the Assignment of the Caretaking Agreement and the Letting Agreement
31. Purchaser’s meeting with the Body Corporate
32. Extension of Agreements

Chapter 27

Buying Management Rights Business “Off the Plan”

The Lure of Buying Management Rights Off the Plan
General Comments
1. Commencement of Continuous Construction
2. Name of the Complex
3. Staged Developments
4. Equipment to be Provided to the Manager
5. Signage
6. Storage and Office Areas
7. New Manager to be Introduced as the Sole Letting Agent
8. Furniture Packages
9. Access to the Property
10. Number of Units in the letting Pool
10.a. The Buyer’s Position
10.b. The Developer’s Position
11. Capital Compensation
12. Income Compensation
13. Additional Clauses for Contract to buy Agreements off the Plan
14. Units Unsold Owned by Developer
15. Rental Guarantees
16. Settlement Date
17. Standard of the Units and Fittings
18. Accommodation Module
19. Managers Salary
20. Plans and Details of the Manufactures and Tradesmen
21. Office and Reception on Title
22. Garbage and Access by Garbage Contractors
23. Shop & Kiosk
24. Buying units in your own complex
25. Lot Entitlements
26. Security
27. GST on the sale of Management Rights ‘Off the Plan’
28. Managed Investment Act
29. State of unit and scheme
30. Cleanliness of unit of condition of scheme
31. Standard of fixtures and fittings
32. Staged Development
33. Units fit for occupancy
34. Retention Amount

Chapter 28

Video Stores

1. Documentation and confidential Information
2. Order of new release videos
3. Late hire penalties
4. Sale of videos by vendor
5. Rebates by video suppliers
6. Vendor to supply list of titles and numbers of videos and games
7. Transfer of licence for software

Chapter 29

Sale of Real Estate / Rent Roll Business

1. Sale to include all computer software, books and records.
2. Transfer of rent roll
3. Forwarding of new management agreement and letter of introduction
4. Commission on sales made before contract date
5. Purchaser to advise agents and solicitors of sales
6. Introduction of Buyer to owners and Commission
7. Rental Commissions
8. Rental Bonds
9. Indemnity – Mutual
10. Transfer of additional rental properties
11. Surety account
12. Rent roll list (properties excluded)

Chapter 30

Newsagencies & Sub Newsagencies

1. Publishers
2. Golden Casket
3. Training Course
4. Gold Lotto
5. Bill Express

Chapter 31

Restraint of Trade

1. Extension to Restraint of Trade Clause
2. Restraint of Trade Not to Apply to Certain Matters
3. Restraint of Trade from People Other than the Vendor

Chapter 32

1. GST and Business Sales

General Comments
1. Sale of Business as a Going Concern
2. Sale of Commercial Property Where the Sale is Part of the Sale of a Going Concern
3. Sale to be GST Inclusive
4. Sale to be GST Exclusive
5. Sale of the Business Where the Sale is Not the Sale of a Going Concern

2. GST and Real Property

General Comments
1. Sale of Commercial Real Estate
2. The Margin Scheme
3. Residential Premises
4. Dispute Resolution
5. Management Rights
6. Some Practical Comments about GST
Chapter 33

Service Stations

1. Service Station
2. Fuel Tanks
3. Environmental Protection Act
4. Acknowledgment regarding storage of petroleum products
5. Environmental Protection Act – Limitation of Seller’s Rights

Chapter 34

General Clauses

1. Subject to Sale of Another Property
2. Early Settlement Clause
3. Inspection of Business
4. Offer to Purchase
5 Executing Facsimile Copy of Contract
6. Counterpart Condition
7. Part of Price to be Paid by Transfer of Car
8. Subject to Right to Import
9. Transfer of P.O. Box
10. Subject to Check of Books and Records
11. Transfer of Advertisments to Purchaser
12. Right of First Refusal
13. Cancellation of Vendor’s advertising from completion
14. Adjustment of monies paid in advance for advertising
15. Back up Contract
16. Vendor acting in Trustee Capacity
17. Guarantees by Directors of Company Vendor
18. Vendor to deliver statement of written down value of plant and equipment
19. Sale of gymnasium
20. Chemist shops
21. Entire Agreement
22. Child Care Centre
23. Confidentiality Agreement by Potetial Buyer
24. Confidential Information Disclosed During a Trial of the Business
25. Work in Progress
26. Consultancy by Vendor following settlement
27. Due Diligence
28. Vendor Company to Change Name
28.a. Change of Corporate Name
29. Vendor consents to use business name
30. Suppliers – Continuity of supply
31. Signage
32. Accuracy of profile supplied by broker
33. Grant of Second Hand Dealer’s Licence
34. Asbestos
35. Trustee Warranties
36. Right of refusal to buy freehold upon which business operated
37. Insurance
38. Seller’s right to terminate
39. No Litigation
40. Management of the Business
41. Requisition and Retentions
42. Satisfaction by Buyer of stock level and stock merchantability
43. Plant equipment & appliances to be in good working order
44. Privacy Act
45. Your last move