Internal Memorandum on GCP Limited's Purchase of Property at 123 Riverdale Road, Onehunga

COLLAW
SOLICITORS
INTERNAL MEMORANDUM
TO: -----------------------------
FROM: Harold Hoover, Partner
SUBJECT: GCP Limited (“GCP”). – Purchase of property at 123 Riverdale Road,
Onehunga
FILE NUMBER:HH/ZIL/1819.1
DATE: 15 February 2019
Background
(1) This memorandum addresses a number of fundamental questions to the potential purchase
(Purchase) of property at 123 Riverdale Road, Onehunga by GCP Limited (“GCP”).The
purchase could increase the number of properties owned by GCP in Riverdale Road by
acquiring some of the key strategic material.
(2) GCP Limited (“GCP”) is a privately owned organisation, (property).At this stage, the
purchase is proposed to be an asset purchase which incorporates a contemporaneous purchase
of the land and the residence comprising the property.
(3) The property’s due diligence pack includes a date but unsigned agreement of sales and
purchase of real estate. ADLS Ninth Edition 2012 (7) (ASP). My advice is based on this draft
ASP.
(4) This memo will focus on questions about
(a) Terms of delays in Creesey Road property sales.
(b) Leasing of the poles in the compound.
(c) Additional information required.
(d) Rubbish that has been accumulating in a pile at the Property.
(a) Terms of delays in sale of the Creesey Road property
(5) Possession and settlement: Under clause 7.2 even when the GCP is provided with a
formal contract to sell the Creesey Road property, the process might turn sour if he/she does

not deliver their part of the bargain. Where under the Building Act, any other property sold
within the property needs a compliance programme. If Creesey Road property is only
includes part of the building , the GCP ltd warrants of the day of agreement that ,
requires a compliance schedule .
(6) Last Minute settlement: all contracts that are related to Creesey Road property must be
delivered in the form of writing in order to ensure that they are enforceable.
What are the remedies?
(7) Purchaser’s default; late settlement: Sub-clause 3.17 provides that property transactions
are statutory, equitable as well as obtainable under the common law. Such incorporates other
factors such as damages to the property and rescissions. In case there are damages to the
property, the aggrieved party should seek further compensation before the delays because this
might lead to non-completion of the transactions or completion with multiple losses. GCP
Limited (“GCP”) is entitled by the law in case of any delays by the seller.
(8) Vendor Default: Failure to give possession or late settlement.
Sub clause 3.14(2): If the agreement provides vacant ownership of the property but the
vendor is incapable or unwilling to give the possession on the settlement date , GCP ltd
should provide judicious evidence of his capability to perform his legal duties under this
argument :
(a)The vendor will pay GCP ltd of any reasonable cost that has incurred
during the delays.
(b) The vendor shall pay the purchaser an corresponding to the accrued
interests for late settlement on the whole acquisition of the property during
the default period .
(b) Additional information required (Sale of the property to Mr. Cameron)