Memorandum of Agreement 1917
Made this fourteenth day of December One thousand nine hundred and seventeen between HENRY WILLIAM HARRIS of Thornton Hall Stony Stratford in the County Buckingham a Colonel in His Majesty’s Army (hereinafter call “the Vendor”) of the one part and EMILY BRAY and FRANCES MARGARET COUGH both of the Convent of Jesus and Mary Ipswich Suffolk Spinsters and ELIZABETH LAROCHE of the Convent of Jesus and Mary Felixstowe Suffolk Spinster (hereinafter called “the Purchasers”) of the other part WHEREBY the Vendor so far as relates to the acts on his part to be performed agrees with the Purchasers and the Purchasers so far as relates to the acts their part to be performed agree with the Vendor as follows that is to say:
I. THE Vendor is to sell and the Purchasers are to purchase at the price of Twenty Thousand Pounds the property comprised in and expressed to be demised to the Purchasers by an Indenture of Lease (hereinafter called “the Lease”) bearing even date herewith and made between the Vendor of the one part and the Purchasers of the other part (being a Lease of Thornton Hall at Thornton in the County of Bucks for fourteen years from twenty-ninth day September One thousand nine hundred and seventeen at a rent of Nine Hundred and Four Pounds per annum) and the fee simple thereof in possession free from incumbrances but subject as hereinafter mentioned.
OF the said purchase money One Thousand Pounds is for electric light plant turbine and the fixtures in the house.
2. THE Purchasers are to be entitled to immediate possession under the Lease upon their signing this Agreement and executing the Lease and the Ipswich Charge hereinafter referred to and undertaking to obtain the execution of the Charge by their co-owners without any unavoidable delay.
3. THE property is sold subject to the following matters namely
(1) The tithe rent charge and land tax official apportionments of which respectively are to be obtained on the application of the Vendor at the joint expense of the parties hereto but completion of the purchase shall not be delayed by any delay in the apportionments.
(2) All chief quit and other rents and outgoings and all manorial rights and incidents of tenure and rights of way (whether public or private) water light and drainage and other easements (if any) affecting the same though none except as hereinafter specified are known to the Vendor and in particular the public rights of access to St. Michael’s Church and Churchyard.
(3) As rights of owners of adjacent property in respect of party or other walls knees arches archways vaults cellars rights of support or any other matters (though none such are known to the Vendor).
(4) Any liability to repair or contribute to the repair of roads ways passages bridges dykes sewers drains gutters fences and other like matters (though no such liability except as herein mentioned is known to the Vendor.
(5) The Lease and the rights of the Purchasers thereunder Until actual completion of the purchase hereunder all the rights and powers of the Vendor under or in respect of the Lease shall remain in full force and effect and shall not nor shall any of them be extinguished suspended or in any manner prejudicially affected by this Agreement
(6) The rights reserved out of the Lease specified in the Third Schedule to the Lease which rights are to he duly reserved and re-granted to the Vendor in fee simple as owner of the property or any part thereof shown on the plan Number 2 annexed to the said Lease and thereon coloured green.
(7) No right of light or air over any adjoining property of the Vendor is to be deemed included in the sale.
4. IN this Agreement the expression the date of completion shall mean whichever of the following dates is the earliest namely:
(1) The twenty-ninth day of September One thousand nine hundred and thirty-one.
(2) The day which by notice in writing delivered by the Purchasers to the Vendor may be prescribed by the Purchasers for completion of the purchase hereunder such day not being less than three calendar months after the date of the delivery of such notice.
(3) The day on which shall expire the period of three calendar months from the date on which the Lease shall be determined otherwise than by affixation of time.
5. THE Purchasers are to pay their purchase money on the day of completion at the office of the solicitors for time being of the Vendor at which time the place the purchase is to be completed and the Purchasers paying their purchase money are as from the thy of completion to be let into receipt of rents and profits and pay all Outgoings (including all rates and taxes made before but not demanded till after that thy) and up to that day all rents rates taxes and other outgoings are (if necessary) to be apportioned and on completion the balance is to be paid by or allowed to the Purchasers who shall also allow in full all unpaid rent then in arrear or accrued and if from any cause whatever other than wilful default on the part of the Vendor the completion of the purchase is delayed beyond the thy of completion the purchase money is to bear interest at the rate of Six Pounds per centum per annum from that day to the day of actual payment thereof. The punctual payment of the said purchase money and interest is to be secured forthwith by a charge on the Convent at Ipswich in the form of the Deed of Charge (hereinafter called “the lpswich Charge”) already prepared and engrossed and executed and it intended to be delivered to the Vendor forthwith together with the deeds and papers referred to in the Ipswich Charge
6. THE title shall commence with an Indenture of Conveyance on Sale dated the twelfth thy of April One thousand nine hundred and two.
7. IN making requisitions or objections to or on the title or evidence of title or the abstract of or this Agreement or any plan or schedule to the Lease the Purchasers shall strictly comply with the following provisions namely:-
(a) The Purchasers shall notwithstanding any discrepancies or variations in names quantities measurements boundaries abutalls contour or otherwise admit the identity of the property purchased with that comprised in the muniments abstracted upon the evidence afforded by a comparison of the descriptions in the schedules and plan to the Lease and in the muniments and plans thereto (if any) and a statutory declaration to be made if required at the Purchasers’ expense that the property has been enjoyed according to the title shown for twelve years or upwards prior to the date hereof
(b) The Purchasers shall not call for any information or evidence not in the possession of the Vendor as to the origin or creation of any rent outgoing easement or other right (whether hereinbefore specifically mentioned or not subject to which the property is sold as mentioned in Clause 3 (2) hereof
8. THE Purchasers are within fourteen days after delivery of their abstract to send to the solicitors of the Vendor a statement in writing of all objections and requisitions (if any) to or on the title or evidence of title or the abstract or this Agreement and subject thereto the title is to be deemed accepted and all objections and requisitions not included in any statement sent within the time aforesaid are to be deemed waived and an abstract though in fact imperfect is to be deemed perfect except for the purpose of any further objections or requisitions which could not be taken or made on the information therein contained and an answer to any objection or requisition is to be replied to in writing within five days after the delivery thereof and if not so replied to is to be considered satisfactory and time is to be deemed in all respects as the essence of the contract. If the Purchasers should take or make any objection or requisition (including one to the effect that the Vendor cannot make a title to all or some part of the property) which the Vendor is unable on the ground of expense unwilling to remove or comply with or if any question should arise as to the conveyance and the Purchasers should not withdraw such objection or requisition or waive the question within seven days after being required so to do the Vendor may by notice in writing delivered to the Purchasers or their solicitors and not withstanding any intermediate negotiation or litigation rescind this Agreement and the Purchasers are to return forthwith all abstracts and papers in their possession belonging to or furnished by the Vendor (including the duplicate hereof signed by the Vendor) and are not to make any claim on the Vendor for costs or otherwise.
9. THE property is believed and shall be taken to be correctly described as to quantity and otherwise and any error mis-statement or omission in this Agreement or any schedule or plan to the Lease shall not annul the sale or be a ground for any abatement or compensation on either side.
10. THE Conveyance to the Purchasers is to be prepared by them and at their own expense and the engrossment thereof is to he delivered at the office of the solicitors of the Vendor at least seven days before the date of completion for execution by the Vendor and all other necessary parties (if any) and the draft of such Conveyance for perusal and approval on behalf of the Vendor and other necessary parties (if any) is to be left at the said office at least seven days before delivery of the engrossment.
11. A release by a separate instrument of any incumbrance is not to be required nor is any objection to be made on the ground of expense or otherwise to any incumbrance joining in the Conveyance.
12. THE Purchasers shall not require any covenant or undertaking for or with reference to the safe custody of any documents properly retained by any trustee or mortgagee or tenant for life.
13. IN the Conveyance the Purchasers shall enter into such covenants with the Vendor as are contained in Clause IV. of the Lease so far as such covenants shall not have ceased to be operative by reason of complete performance.
IN the Conveyance the Vendor shall give to the Purchasers the covenants (other than the covenant for quiet enjoyment) on his part contained in Clause VI. of the Lease.
14. THE Vendor shall be entitled to a duplicate of the Conveyance to he prepared engrossed executed and stamped with the usual denoting stamp by and at the expense of the Purchasers.
15. THE covenants on the part of the Purchasers and the Vendor respectively and the reservations in favour of the Vendor so to be contained in the Conveyance as aforesaid are respectively to be so flamed as to bind so far as practicable the owners and occupiers from time to time of the lands purchased by the Purchasers (edged with red on the Lease plan Number 1) or retained by the Vendor (coloured green on the Lease plan in Number 2) as the case may be and to enure so far as practicable for the benefit of the owners and occupiers from time. to time of the lands retained by the Vendor or purchased by the Purchasers as the case may be but not so as to render the covenanting parties personally liable in damages for any breach of covenant committed after they respectively shall have parted with all interest in the premises in respect of which such breach shall occur. The Purchasers shall cause all persons interested in the leasehold interest to join in the Conveyance so as to make the reservations and the covenants by the Purchasers bind the leasehold interest and shall at their own cost prove the title to such leasehold interest. Any and every dispute as to the form of the Conveyance or of any covenant or reservation to he contained therein shall he settled by some conveyancing counsel to be nominated by the President for the time being of the Law Society.
16. COMPLETION shall not be delayed on the account of the non-payment of increment value (if any) but the Vendor shall before the date fixed for completion furnish to the Commissioner of Inland Revenue the particulars required by them to enable them to ascertain whether any such duty is payable to assess the duty (if any) and to issue to the Vendor Form I.V.D.(g) and on completion the Vendor shall (subject to his rights as mortgagee) hand over the Conveyance with the said Form to enable the Conveyance to be stamped in accordance with Sub-section (3) of Section 4 of the Finance (1909-10) Act 1910. And alter completion the Purchasers shall if required produce to the Commissioners free of cost any documents which may be handed over to them.
17. IF at any time after the date hereof and before the day of completion any Order shall be made for execution by the Vendor or his assigns of works upon the property in accordance with the requirements of the local authority in that behalf the Purchasers shall on demand repay to the Vendor or his assigns the amount expended by him in complying with such Order and if any such Order shall not have been complied with before the day of completion the Purchasers shall enter into a covenant to indemnify the Vendor in respect thereof but the Vendor shall upon receiving notice of any such Order inform the Purchasers thereof and give them the option of complying therewith in lieu of the Vendor and shall not expend any money for that purpose unless the Purchasers shall refuse or neglect to comply therewith.
18. IF the day of completion is before the twenty-ninth day of September One thousand nine hundred and thirty-one the Vendor will lend to the Purchasers the whole of the purchase money at interest at four and a half per centum per annum on first legal mortgage of all the property sold and all the land comprised in the Ipswich Charge (subject as to part of the last mentioned land to the existing mortgage for Two Thousand Pounds thereon if and so far as then still subsisting) such mortgage to contain provisions for the continuance of the loan at the option of the Purchasers for the residue of the term of fourteen years from the twenty-ninth day of September One thousand nine hundred and seventeen conditionally on the payment of Interest punctually or within fourteen days after the same shall become payable and the due performance and observance of all the obligations of the Mortgage (other than the payment of principal) and of all the obligations of the Purchasers under the Conveyance to them and also to provisions enabling the Purchasers on their giving one month’s previous notice of their intention so to do to reduce the principal of the mortgage by instalments of not less than Four Thousand Pounds at a time and the form of such Mortgage (in case the parties differ) is to be settled by Counsel to be nominated by the President for the time being of the Law Society. On completion of the Mortgage the Purchasers shall pay to the Vendor’s solicitors their proper costs and expenses in connection with the Mortgage. No negotiation fee shall be chargeable. If the parties cannot agree as to who shall bear the costs of the Lease the question as to who is to be liable for them in the circumstances of the case shall be put to the President of the Law Society whose opinion shall be binding.
19. LASTLY if the Purchasers should neglect or fail to perform this Agreement on theft part the Vendor may with or without notice resell the premises without previously tendering a Conveyance to the defaulting Purchasers and any re-sale may be made by auction or private contract at such time subject to such conditions and in such manner generally as the Vendor thinks proper and if thereby the Vendor should incur a loss by reason of diminution in price or expenses incurred or both the Purchasers under this Agreement are to pay to the Vendor the amount of such loss as liquidated damages and on any re-sale by auction the premises may he bought in and all expenses consequent on an unsuccessful attempt to re-sell are to he forthwith paid to the Vendor by the Purchasers under this Agreement.
IN WITNESS whereof the said parties have hereunto set their respective hands the day and year first above written.
Signed Henry William Harris
WITNESS to the signature of the above-named Henry William Harris
Charles Hall, Foxcote Manor, Buckingham, Gentleman
WITNESS to the signature of the above-named Emily Bray (added in handwriting Elizabeth Laroche Frances Mary Gough)
8 Waterloo Place, Pall Mall
London SW Solicitor
Emily Bray Elizabeth Laroche Frances Mary Gough
WITNESS to the signature of the above named Frances Margaret Gough
WITNESS to the signature of the above named Elizabeth Laroche