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Consent to sublet and irritancy protection agreements—Scotland—checklist

Consent to sublet and irritancy protection agreements—Scotland—checklist This Checklist contains the key questions that landlords, tenants and subtenants should consider when a tenant is granting a sublease of commercial premises in Scotland to a subtenant, including restrictions on subletting, financial strength of subtenant, form of landlord consent, requirements for landlord consent, form of sublease, and irritancy protection agreements. In this Checklist, the parties are referred to as landlord, principal tenant and subtenant respectively. A sublease, while granted by a party who is itself a tenant (principal tenant), is governed by the same rules as leases generally. The sublease may be: • of the whole premises under the principal lease, or of only part • for the whole or part of the remainder of the term of the principal lease The principal tenant must continue to fulfil its obligations under the head lease, but these are then usually passed down the line to the subtenant by way of a sublease. This creates a chain of responsibility whereby...

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Drafting suspensive conditions in missives in Scotland

Drafting suspensive conditions in missives in Scotland What is a suspensive condition? A suspensive condition suspends the obligation on either party to a contract to perform that contract until such time as the suspensive condition had been purified (or waived, if that is permitted by the terms of the condition), see Practice Note: Suspensive conditions in missives transferring Scottish property. It is imperative that a suspensive condition is well-drafted. Careless drafting can have unintended and often undesired consequences. For further information, see: Suspensive conditions in missives: Stair Memorial Encyclopaedia [27]. Matters which may be covered by suspensive conditions With the exception of dealing with title matters, the majority of suspensive conditions will relate to non- conveyancing matters, eg: • compliance with the relevant tax regime • planning issues • transfer of employees • compliance with environmental law This Practice Note sets out universal considerations in drafting suspensive conditions of any kind then considers specific points when drafting specific commonly used suspensive conditions. Universal drafting considerations Who is...

Scotland: Land and buildings transaction tax (LBTT)—chargeable consideration and rates of LBTT

Scotland: Land and buildings transaction tax (LBTT)—chargeable consideration and rates of LBTT How is LBTT calculated? The amount of land and buildings transaction tax (LBTT) that is due on a land transaction is calculated by applying the appropriate rate or rates of tax (including a nil rate) to the amount of the chargeable consideration. Where apparently separate transactions are linked by the legislation, the LBTT due has to be calculated as if there were only one transaction. This Practice Note explains the meaning of chargeable consideration and linked transactions and summarises the applicable rates and bands of LBTT and, where relevant, comparisons between LBTT and stamp duty land tax (SDLT) are highlighted. For details of the equivalent SDLT provisions, see Practice Notes: • SDLT chargeable consideration, and • Rates of SDLT For further background information about LBTT, see Practice Note: Scotland: Land and buildings transaction tax (LBTT)—the basics. Chargeable consideration Chargeable consideration is defined in sections 17–23 and Schedule 2 to the Land and Buildings Transaction Tax (Scotland) ...

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Style clauses for the sale of licensed premises in Scotland

Style clauses for the sale of licensed premises in Scotland 1 Definitions Completion • means the Date of Entry or, if later, the date when the Price is paid and the purchase of the Property [and Business] is completed in terms of the Missives; Business • means the [insert number] [star,] [, hotel] [, restaurant] [, café] [, bar] [, public house] business operated by the Seller at the Property providing for [[describe accommodation type eg rooms, apartment or hotel]] [, the sale of food and beverage] [, weddings] [, conference centre] [, leisure centre] [, spa] [, golf course] [, hairdresser] [, on-site staff accommodation] and all other activities including those ancillary or incidental to or in connection with such business; Conclusion Date • means, unless otherwise specified, the first date on which the Missives create a concluded contract; Date of Entry • means the date falling [insert number] Business Days after the Purification Date; Licensing Board • means the licensing authority empowered to grant premises...

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Moveable Transactions (Scotland) Bill—Assignation of Claims

Restructuring & Insolvency analysis: This is one of a series of articles we at Morton Fraser are producing to guide finance companies through the wholesale change proposed in Scots law in relation to security over goods, intellectual property and shares, on the one hand, and invoice finance or the purchase of receivables, on the other. The Moveable Transactions (Scotland) Bill (the Bill) is slated to move through the Scottish Parliament this session, so, while detail may change during that passage and statutory instruments will be required before it can become effective law, it is now timely to start preparing for the new regime. This News Analysis by Bev Wood at Morton Fraser LLP considers the new process for assigning debts, referred to in the Bill as ‘Assignation of Claims’.

Construction weekly highlights—17 February 2022

This week's edition of Construction weekly highlights includes a Court of Appeal (CA) case in which the court provided a detailed analysis of adjudicator’s rights to payment in the event that the adjudication does not ‘go as planned’ (Ward v Davies & Davies), a case in which the Scottish Court of Session (CSOH) considered whether ‘completion’ of works had occurred in accordance with a suspensive condition of missives (GWR Property Co Ltd v Forrest Outdoor Media Ltd), an announcement by the Mayor of London, Sadiq Khan, regarding the opening of a consultation on draft fire safety guidance, an article explaining the professional indemnity implications of the Building Safety Bill, an article by the New Engineering Contract (NEC) about its concern with clause 61.3 of the NEC3 and NEC4 Engineering and Construction Contract (ECC) which requires a contractor to notify what it 'believes' to be a compensation event if the event has not been notified by the project manager, an announcement by Sadiq Khan about proposals to secure a record investment...