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Lawyer's Corner v2, One-stop centre for any legal queries
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phdmaster
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 Aug 5 2012, 12:13 AM
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New Member
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Hi Dario,
I have notified the purchaser's lawyer of my intention to terminate the agreement because the timeline for "conditions precedent" to be met has lapsed. What I am worried is whether the deal can still somehow go through? I am not legally represented.
If a S&P has lapsed and there is no written mutual agreement to extend the timeline for completion, can the transaction still be completed "accidentally"? What happens if the purchaser's financier release the balance sum to the purchaser's lawyer either accidentally or intentionally? I mean, is it possible for a deal to somehow go through despite the S&P having "expired"? I am not clear with the processes. Does the vendor's lender need to get signature from the vendor to accept the Balance Sum and complete the transfer? I am quite sure the check and balance process is stronger than that but I just wonder.
If there is a possibility, is there anything I can do to minimise the chances?
Thanks
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phdmaster
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Aug 5 2012, 10:57 PM
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New Member
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QUOTE(dariofoo @ Aug 5 2012, 05:15 PM) If the time given has lapsed, you can opt to repudiate the agreement by giving notice in writing to the other side. I'm sure that would have been provided for in your SPA. Look at it and see how the procedure is. Once you give notice in writing and follow the procedures as per the SPA, there is no way for the SPA to proceed any further. As such, the issue of the transaction "accidently" proceeding does not arise at all. If you do not give notice in writing to repudiate, the other side may assume that you have impliedly consented to an extension of time (subject to whether there is a non-waiver clause in your SPA). You would then later be estopped from asserting on your rights and argue that it has lapsed.  Thank you so much, Dario. I have given them notice by writing. The SPA should be terminated already. Anyway, just for knowledge and curiosity sake, assuming I did not give them notice in writing to terminate and they have proceeded on the assumption of implied consent, shouldn't the process hit a brick wall sooner or later? I assume, at some stage, any one of the lawyers or the banks would need to see a written agreement that the SPA timeline has been extended, right? Otherwise, how can the whole legal process be completed with an "expired" SPA? |
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phdmaster
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Aug 8 2012, 02:48 PM
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New Member
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QUOTE(dariofoo @ Aug 6 2012, 02:11 AM) Make sure you get the notice sent by hand and acknowledged in writing. Well, before the bank releases drawdown of the loan, they would request for a letter from the lawyer confirming that the vnedor has consented an extension of time to complete the SPA. There is no requirement that the letter must be from the vendor (assuming that the vendor is not represented). So, the lawyer may still proceed. However, that is not only unethical but is also serious misrepresentation (even fraud, I might add) and it can result in serious consequences against the lawyer concerned in the form of disciplinary proceedings which could even be initiated by the bank. Hi Dario, I have written to the buyer lawyer to terminate the SPA and she wrote back and said that she had stopped the process. They have reached the stage of having obtained the consent to charge and about to commence to lodge caveat for buyer bank (not sure I read correctly). My question: At this stage, do I need legal representation? Can I just email her and ask her to advise me on further procedures for me to undo the whole process to the state prior to SPA and also how to return the 10% deposit to the buyer? Is the process straight forward? Do I have to pay any legal fees to undo the process since I did not cause the termination? Looking forward to your reply. |
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phdmaster
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Aug 8 2012, 03:28 PM
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New Member
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QUOTE(dariofoo @ Aug 8 2012, 03:20 PM) Not necessary to use a lawyer at this stage, unless you feel that the other side would be difficult with you. Don't use email. Use a proper letter sent in by hand with an acknowledgement. Use it for all correspondence. Or refer to your SPA - how are notices to be sent. Normally it would be by hand or AR Registered. If possible, send it in by hand. From what I gather nothing much has moved except at consent stage. As such, there would not be much to be "undone" - except for removal of private caveat lodged by purchaser, return of all documents handed to the purchaser's lawyer (if any original documents) and refund of the deposit in full. Understood. Thank you, sir. |
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