In brief - Contract changes that buyers and sellers of land in
NSW should know about
The 2014 edition of the Contract for Sale and Purchase of Land
features a number of changes to the 2005 edition, including new
clauses on electronic conveyancing and default by the vendor, as
well as removal of references to "vendor's duty".
Contract released in November 2014
The new 2014 edition of the Contract for Sale and Purchase of
Land was issued by the Joint Copyright Holders, Law Society of New
South Wales and the Real Estate Institute of New South Wales, in
November 2014. The last draft of the contract was released in
While the 2005 edition of the contract was issued in both paper
and electronic formats, the new contract has been released in an
electronic format only.
Differences between the 2005 edition and the 2014 edition
Although the contract is largely the same as the 2005 edition,
it contains a few changes:
The contract has been renamed, from
"Contract for Sale of Land" to "Contract for Sale
and Purchase of Land".
The front page of the contract has a few changes, including the
addition of buyer's agent as well as
storage spaces as an improvement and solar
panels as a possible inclusion.
There are a few new boxes to tick, including
the vendor agreeing to accept a deposit bond and the parties
electing to use the new electronic conveyancing for completing the
One change that was badly needed was the removal of
references to "vendor's duty". Although it
was still relevant at the time the 2005 edition was being prepared,
shortly after release the vendor's duty was scrapped.
A new clause on "breach by the
vendor" has been added. This new clause 8.2 is
important because in the previous drafts of the contract there had
been extensive clauses in relation to termination for default by
the purchaser, but there was no corresponding clause in relation to
default by the vendor. This lack of mutual breach clauses could be
seen as being an unfair contract term. The new clause restores the
There is a new clause 30 on electronic
conveyancing. Given the rollout of electronic conveyancing
over the last year and the fact that it is expected that the first
settlements of transfers in NSW will occur using the new electronic
system at the time of publication of this article, the joint
copyright holders thought it would be a good idea to put in an
extensive clause that dealt with all of the key steps and processes
required in order to complete a matter using the new electronic
New electronic conveyancing clause
The new clause 30 on electronic conveyancing sets out a
mechanism for the party's representatives to confirm if it is
proposed that the matter will proceed using electronic conveyancing
and a mechanism for a party's representative to notify the
other party that the matter will need to default to the paper
environment, as well as the payment of fees and costs associated
with that change.
The electronic conveyancing clause sets out:
How to go about creating the work space
How to populate the work space with data
How to send certain invitations to join the work space
Subsequent communications between the parties as they prepare
Timeframes for the supply of adjustment figures, completion of
a financial settlement schedule and digital signings of all things
necessary for each settlement
Consequences of computer systems being inoperative
The new clause 30 on electronic conveyancing provides a default
mechanism for the provision of settlement documents outside the
work space if not otherwise agreed by the parties and sets out the
consequences of the computer systems of the land registry, the
Reserve Bank of Australia or the electronic platform being
inoperative at the completion time.
Amendment of other contract clauses as necessary
Finally, the electronic conveyancing clause provides for
amendment of other clauses of the contract as necessary, for
example clause 16 is amended such that the place for settlement
becomes the work space.
Many retail leases include a covenant to trade, requiring the tenant to open the premises for trade during certain hours.
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