Transfer notes

You might have thought that after 13 or so years of stock transfer, we would have sorted out some model or at least generally accepted documentation. Well, we have in large measure, but we still manage to have last-minute "excitements" over key elements – especially the warranties given by councils on sensitive issues such as contamination.

Does the council pretend (for the purpose of allocating liability) that all its land is clean? If so, can the new landlord be required to rely on an environmental survey? All very interesting perhaps for the lawyers, but no fun at all for clients, who have to watch this ping-pong with increasing exasperation – especially if, as too often happens nowadays, one side or the other feels obliged to take it to the brink.

The obvious answer, and one for which I've been pushing for some time, would be to devise a set of model warranties (and basic disclosures against those warranties) which are acceptable to all involved. Everyone would then know what lay ahead, and there would be no excuse for late, bruising "negotiations".

Councils and RSLs could construct valuations and business plans without fear of additional liabilities, and funders would be able to bid against each other with confidence about their security and without the need to make unexpected demands of councils at a late stage. Let's go for it.