GCP Limited: Advice on Property Purchase at 123 Riverdale Road

This memorandum provides legal advice on the potential purchase of a property at 123 Riverdale Road, Onehunga, by GCP Limited. The advice addresses several key questions, including the terms of delays in the sale of a related property, leasing of poles on the property, and additional information required for the purchase. It examines the implications of the sale and purchase agreement, including possession and settlement, purchaser and vendor default, and unit title provisions. The memo also discusses the need for further information regarding the previous purchase of the property, residential withholding tax, and the treatment of chattels and fixtures. Finally, it addresses the issue of accumulated rubbish on the property. The assignment draws on the ADLS Ninth Edition 2012 (7) Agreement for Sale and Purchase of Real Estate, offering a comprehensive analysis of the legal considerations involved in the transaction. This assignment is a student contribution, published on Desklib, a platform for AI-based study tools.

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)

(9) Clause 9.0 Unit Title and Cross lease provisions : Since the property is a unit title ,
S.144 and 145 of the unit title Act 2010 requires the vendor to deliver to GCP ltd a pre-
contract disclosure statement and a pre-settlement disclosure statement , If so requested by
GCP ltd, supplementary statements.
Sub-clause 9.2 provides that, if the property is a unit title. The seller should undertake the
following:
(a)The information provided in the pre-settlement disclosure is complete and authentic.
(b) The disclosure statement from the vendor is approved by the relevant bodies under
section 147 of the building Act 2010. Any information provided in the statement shall be
apportioned.
(10).The purchase of property at 123 Riverdale Road should be contingent upon the
concurrent of the property. Moreover, the review of further purchase of the assets should
provide due diligence on the property.
(11). Additional information should include:
(a) Information about any earlier purchase of the same property
(b) Any form of agreement that was signed by the previous buyer.
(c) The seller must also provide all the pre-contract disclosure documentation in
accordance with clause 4.0 (Residential withholding tax)
What additional information should GCP Limited (“GCP”) obtain about the residential
dwelling on the property, in particular regarding the previous purchase by Mr. Cameron?
(12).In accordance with sub-clause 4.3 of Residential withholding tax, the right or any
previous arrangements by Mr. Cameron to occupy the property is also fundamental. The pre-
contract disclosure shows that there was no other buyer, but this needs to be confirmed .If the
property was previously sold .If the property is to be sold with tenants, then the seller should
give the occupants 30 days written notice for the termination of their tenancy.

(c) Leasing of the poles in the compound
(13).Title, boundaries and requisitions of clause 6.0(3): Agreements for the sale of the
property at 123 Riverdale Road, Onehunga by GCP Limited(“GCP”) includes the pole
together with other chattels that might not be affixed to the land .This implies that the poles
and the banners included in the sales may be subject of being registered under the Personal
Property Securities Register (PPSR).However, there might be a number of exceptions if the
buyer (GCP Limited “GCP”) takes the poles free of security interest .If the parties agree on a
cross-lease title ,structure (poles) that are not intended for common use, that are located in
any part of the land the purchaser can make a requisition of the title under sub clause 6.2 of
the sale and purchase agreement.
(d) Rubbish that has been accumulating in a pile at the Property.
(14). According to clause 7.0 (Residential withholding tax) the rubbish has been
accumulating in the property because the property has been vacant. Therefore, it is the
vendor’s warrant to undertake that during the settlement of the Ownership of the unit by the
vendor, implies that the occupier is now governed by new rules .there is a number of implied
rules in sub clause 7.2(4).
(a) The owner of the unit (vendor) must not deface a common property.
(b) Must leave rubbish together with other reprocessing material on the shared
property. Other rubbish must be disposed of hygienically.
These rules are subject to future amendments or revoked in accordance with implied rules in
sub clause 7.2(6).