Sales Agreement 1905
Dated 27th January 1905
Lloyds Bank Limited
For sale and purchase of
The Thornton Hall Estate
16 Dover Street
Memorandum of Agreement made the 27th day of January 1905 Between Edward Alexander Duff of 71 Lombard Street in the City of London Esquire as General Manager of and Agent for Lloyds Bank Limited whose registered office is at 71 Lombard Street as above (hereafter called the vendors) of the one part and Henry William Harris of Bicester Hall in the County of Oxford a Major in His Majesty’s Army ( herein after called the Purchaser) of the other part Whereby the vendors so far as relates to the acts on their part to be purchased agreed with the Purchaser and the Purchaser so far as relates to the acts on his part to be performed agrees with the Vendors as follows that is to say
1. The vendors shall sell and the Purchaser shall purchase at the price of £35000 the property described in the Schedule hereto and delineated and described and coloured red and green on the plan hereto annexed and the fee simple thereof and also of the Advowson of Thornton-cum-Nash and the perpetual right of presentation of the Rectory of Thornton-cum-Nash and the church of St Michael at Thornton and the Church of all Saints at Nash in the County of Buckingham Subject to the tenancies affecting the same premises but the free from incumbrances except as hereinafter mentioned.
2. The purchaser will pay on the signing hereof to the Vendors the sum of £3500 as a deposit and in the part payment of his purchased money and shall be allowed by the Vendors interest upon the said deposit from the date hereof until the 25 day April 1905 on the schial date of amplification at the ordinary current rate allowed by the Vendor from time to time during that period upon money on deposit and the Purchaser shall pay the balance of his purchased money on the 25 day of April 1905 or server at the option of the Purchaser at the officer No53 Lincolns Inn Field in the county of London of Messrs. H.P & J.H Cobb Solicitor of the Vendors at which time and place the purchased is the be completed at the purchaser paying the balanced of his purchase money is as from that day to be let into possession or into receipt of the rents and profits and the all outstanding and to that day all rent sails and taxes and other outgoing are if necessary to be apportioned and the balance is to be paid by or allowed to the Purchaser or completion and ii from any cause whatever other than wilful default on the part of the Vendor the completion of the purchase is delayed beyond the last mentioned day the balanced of the purchase money is to bear interest at the rate of £411010 percent per annum from that day to the day of actual payment thereof.
3. The Vendors are to send Abstract of their title to the Purchaser within 21 days from the date of the Agreement Purchaser is within 2ldays after the delivery of the Abstract of the Title to send to the said Solicitors of the Vendors a statement in wilting of all the objections and requisitions if any to or on the title or evidence of title or to the Abstract on this agreement and subject their too 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 Abstract through 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 objections or requisition is to be replied or objected to in writing within 10 days after the delivery thereof and if not so replied to is to be considered satisfactory and time is to be deemed and in all respects as of the essence of this cause. If the Purchaser shall take any objections or make any requisition which the Vendors are unable or on the ground of expense or other reasonable ground unwilling to remove all comp with or if any question shall arise as to the conveyance and the Purchaser shall not withdraw such objection or requisition or waver such question within 14days after being required by the Vendor so to do the Vendors may by notice in writing delivered to the Purchaser or his solicitors and notwithstanding any intermediate negotiation or litigation raised this Agreement and are within one week after such notice to repay to the Purchaser his deposit money within interest thereon from the date hereof until payment of the said deposit at the ordinary current rate allowed by the Vendors from time to time during that period upon money on deposit and the Purchaser is to be returned for forthwith all Abstracts and papers in his procession belonging to the Vendors and is not to make any claim on the Vendors for costs, compensation or otherwise.
4. The property is sold subject to all existing tenancies and to all rights of the tenants and to all legally existing rights of road and way and water rights and rights of drainage and to liability to repair or contribute to the repair of roads sewers bridges drains fences and other like matters and subject to all other easements if any and other similar adverse rights over the property and to all chief quit and others rents and services changeable there on and payable thereout respectively and subject to land tax tithe rent charge and other outgoing and in particular subject to (a ) The liability to keep in repair the 3 iron bridges over the River Chase the Sack Brook and the Grand Junction Canal respective and also to keep in repair the public road between the House and the Lodge entrance. The Rural District Council allows the owner of Thornton Hall the sum of £2/10/- per annum towards the cost of keeping the said Road in repair but the Vendors are not to be required to produce any evidence as to such owner being entitled to the said allowance or to furnish any information with regard with to it and no requisition is to be made with regard to the said liability to repair or the said allowance ( b) A charge to the lands Improvement Company repayable by half yearly payments of £4/17/4 on the 1st March and 1st September in each year the final payment being due to the 1st September 1909(c) A tithe rent charge of £245/7/4. The benefice of Thornton-cum-Nash was charged with an annual payment of £1/4/1 to the governors of Queen Anne’s Bounty but the incumbent The Reverent C.C. Dawson Smith states that the payment has now been remitted. The Benefits is subject to an annual rent of 5/= payable to Mr. Richard C Cavendish in respect of a piece of garden ground occupied with the Rectory House at Nash. The Purchaser shall make no objection or requisition as to the said payment out of the Benefits and the Vendor shall not be required to furnish any evidence or information with regard to them or the tenancy (if any) of the said piece of garden ground.
5. As regards to the Advowson of Thornton-cum-Nash in case of the decease of the present Incumbent of the said benefice or of his Cession or relinquishment thereof before the completion of the purchased the Vendors will within due time at the request and expense of the Purchaser present or cause to be presented such person (being duly qualified) as the Purchaser (he being accepted the tithe and paid the purchased money) shall nominate and if such presentation devalue on Crown in consequence of the Incumbent being promoted to are Bishopric either before or after the completion of the purchased the sale of the Advowson shall not be affected thereby nor shall the Purchaser shall be intitled to any deduction out of the purchased money.
6. If at the time of completion of the purchase any of the lands are in the hands of the Vendors the customary tenant right the cultivation growing and served crops manure hay and straw (at market price) live and dead stock and effects on and about the same shall be taken to and paid for by the Purchaser as between an incoming and outgoing tenant and after valuation in manner hereinafter provided.
7. The tithe shall commence as to the greater part of the property with a general devise of real estate made by the Will of Sir Thomas Cotton Sheppard who died in 1848 and the Purchaser shall assume the seisin or ownership of the Testator and that the property passed by the devise and as for the greater part of the remainder of the property (including Dry hill Farm and other lands in the Parish of Leckhampstead) with the Will of the Honorable Richard Cavendish who died in 1876 and whose seisin and ownership shall be likewise assumed and the said Will shall be accepted as good roots of title and any earlier or other title ( notwithstanding that the same may appear in an abstracted document or otherwise or may be in the Vendors possession or power or that the Purchaser may have noticed or have knowledge of the same from any service whatever ) shall not under any circumstances be required investigated or objected to. The said Sir Thomas Cotton Sheppard died with out leaving issue. No proof of this shall be required. A small proportion of land schedule at the southern extremity of the property consisting of about 5 acres was purchased by the Trustees of the Will of the said Sir Thomas Cotton Sheppard by Deed dated 1 April 1889 and as such purchase and conveyance were affected under the sanction of the Chancery caught the title of the conveying parties to such conveyance shall not be required to be deduced and the title to the said small portion of land shall commence with such Conveyance. Prior to the sale of the property in 1902 to Mr. Harvey Whichworth (the present mortgagor) the same was subject to certain mortgages which were vested in Trustees for a number of persons who held or were entitled to hold Certificates for various sums which together made up the principal sum of £40/10/0 and the principal sum and interest due under the said Certificates and costs were fully paid and satisfied in accordance with an agreement of the 7th February 1901 as appearance in the documents of the title and the Trustees duly transferred such mortgages to persons who concerned in such sale. The Purchaser at the present sale shall not require proof of the truth of this statement except as appears from the abstracted documents or at his expense but if a good title cannot be made to any part of the premises on account of the noncurrence of any persons interested either as a holder or otherwise in any of the said Certificates or in any of the moneys represented thereby in the said sales to the Mortgagor or in respect of the title of any certificate holder or any such other persons as aforesaid or the competence of any of the persons made parties of the said Agreement to enter in to such Agreements or otherwise in respect thereof the Purchaser shall not be bound to complete the purchase but the contract at his option shall be wholly void and he shall give to the Vendors within notice at his intention so to treat it and the said sum of £3500 shall thereupon be returned to the purchaser with interest thereon from the date thereof until repayment of the said deposit at the ordinary current rate allowed by the Vendors from time to time during that period upon money upon deposit and the Purchaser is to return forthwith all contracts and papers in his possession belonging to the Vendors and is not to make any claim on the Vendors hr cost compensation or otherwise.
8. The Purchaser having had an opportunity of inspecting the counterparts or copies of the leases or within agreements (where they exist) with the tenants (whether availing himself of such opportunity of inspection or not and notwithstanding any practical incomplete or inaccurate statement of the contents of the said leases or agreements or of the terms of the leases herein) shall be deemed to have full notice of the contents thereof. In any case in which the Vendors have no counterpart of the Lease or Agreement of tenancy or there is no written Agreement the Purchaser shall be satisfied with such evidence of the terms of the tenancy as the Vendors may be able to adduce. The description of the cultivation of the lands in the Schedule may be taken as representing their present state but shall not affect the rights (if any ) of any tenant or tenants to alter such cultivation and the property is sold subject to such rights (if any)
9. If the Purchaser shall require any unstamped or insufficiently stamped deed or document excluded before the May 1888 to be stamped the same shall be stamped as his expense and he shall bear the expense of and in connection with all statutory declaration or other declarations which he may require.
10. The plan is prepared and the quantities are taken from the Ordinance Survey of Great Britain. The description contained in the title deeds and other documents abstracted shall be taken to describe the property and the Vendors shall not be required to identity or connect any parts of the property sold with the general or other description contained in any of the abstracted documents not to accounts for any apparent variance as to quantify abuttals or otherwise not to explain or reconcile any apparent differences in the abstracted descriptions and any misstatement error or omission herein shall not annul the sale nor entitle the Purchaser to be discharged from his purchase or allowed compensation on account thereof.
11. The property shall from the signing thereof be at the risk of the Purchaser as respects lose or damage by fire or other accidents. Provided that any insurance against fire subsisting on the property shall from the date thereof be for the benefit of the Purchaser subject to the consent of the Office (which consent the Vendors shall apply for and use their best endeavours to obtain) and to the purchase being completed and to the Purchaser upon the completion of the purchase paying to the Vendors a proportionate pact of the current premium which shall be calculated from the date thereof.
12. If before the completion of the purchase the Vendors shall after written notice to the Purchaser of there intention so to do have expected any money in complying with any requirements and enforceable against them and made after the signing thereof by the District Council or other Local Authorities of the District within which such property is situated in respect of such property the Purchaser shall on the completion of the purchase repay to the Vendors the amount so expended by them and in case any such requirements shall not have been complicated with before the completion of the purchase the Purchaser shall indemnify the Vendors in respect there of
13. The Purchaser shall pay the remainder of the purchased money of the time and place appointed by clause 2 hereof and upon such payment the Vendor and all other necessary parties (if any) will execute a proper assurance of the property to the Purchaser but such assurance shall be prepared by and at the expense of the Purchaser and shall assurance be tendered or left by Purchaser not less than 14 days and the draft thereof not less than 21 days before the day appointed for the completion of the purchase at the office of the Vendors Solicitors and the expense of the perusal on behalf of the execution and acknowledge by the Vendors and all necessary conveying parties of such assurance shall be born by the Vendors. The Purchaser shll not require any incumbrance to be discharged otherwise then by the incumbrancer joining in his conveyance nor make any claim for costs by reason of the Conveyance being there by increased in length or made complicated.
14. The Vendors are Mortgagees and they shall only give the statutory covenant implied by reason of their being expressed to convey mortgagees and are not to be required to give any undertaking or covenant for safe custody of documents.
15. All valuations mentioned herein shall be made at the joint expense of the Vendors and Purchaser in manner following that is to say by a member or representative of the firm Messrs Alex. H.Turner &co of 69 South Audley Street London W as the valuers on behalf of the Vendors and by a valuer appointed by the Purchaser as his representative or by an umpire to be Named by the valuers before proceeding to the valuation and if the Purchaser refuse or neglect to name a Valuer or to notify such nomination in writing to the Auctioneer Agent for the Vendors within 21 days after being requested in writing to do so by the Vendors or if the valuer named by either party refuse or neglect to act for 10 days after notice in writing from the other valuer calling upon him so to do then the valuation shall be made by the valuer (if his nomination shall have been duly notified in writing to the party in default) of the other party or failing such valuation the said tenant right and other things shall be taken and paid for by the Purchaser at their fair value. Before proceeding to settle the valuation hereinbefore referred to the valuers shall appoint an umpire whose decisions shall be conclusive and binding upon both parties and if such appointments be not made at least 1 calendar month before the date fixed for the completion of the purchased such umpire shall be appointed by the board of Agriculture upon the application of either party his Valuer. The price of the tenant right and other things to be ascertained as aforesaid shall for all the purposes of these conditions (except as to payment of deposit) be deemed to be part of the purchased money.
16. The Vendors reserve the right to permit a sale by auction upon the premises of any furniture or other personal effects at any time before the completion of the purchase.
As witness the hands of the parties
The schedule hereinbefore referred to
Thornton Hall and Grounds
Parish of Thornton
The Home Farm
Parish of Thornton
Occupier, Matthew Brown, at the annual rent of £400 upon a yearly tenancy.
Dry Hill Farm
Parish of Leckhampstead
Occupier, G. Verey, at the annual rent of £175/10/0 upon a yearly tenancy
Parish of Thornton
Occupier, Matthew Hobbs, at an annual rent of £390 upon a yearly tenancy.
Parish of Thornton
Occupier, D. Powell, at an annual rent of £400 upon a yearly tenancy.
Parish of Thornton
Occupier, W.M.Fontaine, at an annual rent of £120 upon a yearly tenancy.
Parish of Thornton
Occupier, Robert Capell, at an annual rent of £110 upon a yearly tenancy.
Accommodation Pasture Land
Township of Nash, Parish of Thornton
Occupier, P Sands, at an annual rent of £70.10.0 upon a yearly tenancy.
Small Holdings, Cottages and Allotments
Total quantity 8a, 3r, 11p or thereabouts
Witness to the signature of
Edward Alexander Duff Stamp 6d
C.E.Appleby E. Alexander Duff
71 Lombard St
Received Cheque for £3500 payable to Lloyds Bank Ltd
Stamp 1d 27.1.1905 H.Cobb