Practice Paper P301 Contract of Sale of Land (August 2023) PDF

PRACTICE PAPER P301 Contract of Sale of Land By Richard Antill BEc, LLB (Hons) Barrister, Melbourne Revised by Megan Thorburn BSc, DipLaw (LPAB), GDLP, AccS(Prop) Principal, CCP Law Adjunct Lecturer, The College of Law Victoria August 2023 © 2023 The College of Law Limited This publication is copyri...

PRACTICE PAPER P301 Contract of Sale of Land By Richard Antill BEc, LLB (Hons) Barrister, Melbourne Revised by Megan Thorburn BSc, DipLaw (LPAB), GDLP, AccS(Prop) Principal, CCP Law Adjunct Lecturer, The College of Law Victoria August 2023 © 2023 The College of Law Limited This publication is copyright. Except as permitted under the Copyright Act 1968 (Cth), no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner. Neither may information be stored electronically in any form whatsoever without such permission. Disclaimer The practice papers have been prepared as practice guides primarily for students at The College of Law and also for legal practitioners. They are not intended to be a comprehensive statement of the law or practice and should not be relied upon as such. If advice on the law or practice is required or required to be given, professional advice should be sought and practitioners should undertake their own legal research. P301 Contract of Sale of Land CONTENTS INTRODUCTION................................................................................................................................. 6 1 SCOPE OF PAPER.............................................................................................................. 6 2 CONTRACT OF SALE OF LAND.......................................................................................... 6 2.1 Background........................................................................................................................... 6 2.2 Drafting the contract.............................................................................................................. 7 PART 1 – COMPONENTS OF THE CONTRACT OF SALE OF LAND............................................... 7 3 COMPONENTS OF THE STANDARD FORM OF CONTRACT........................................... 7 3.1 Overview............................................................................................................................... 7 3.2 Cover sheet, cooling-off notices and notice to purchasers of property “off the plan”............. 7 3.3 Notice of cooling-off period.................................................................................................... 8 3.4 Notice requirements for off-the-plan contracts...................................................................... 8 3.5 Signing of the contract.......................................................................................................... 8 4 PARTICULARS OF SALE..................................................................................................... 9 4.1 Details of the vendor............................................................................................................. 9 4.2 Details of the purchaser...................................................................................................... 10 4.3 Details of the land............................................................................................................... 10 4.4 Details of payment, price, deposit and balance................................................................... 10 4.5 Goods and services tax....................................................................................................... 11 4.6 Settlement........................................................................................................................... 12 4.7 Lease.................................................................................................................................. 12 4.8 Terms contract.................................................................................................................... 12 4.9 Loan.................................................................................................................................... 12 4.10 Reports............................................................................................................................... 12 4.11 Special conditions............................................................................................................... 12 PART 2 – GENERAL CONDITIONS.................................................................................................. 13 5 CONTRACT SIGNING........................................................................................................ 13 5.1 Electronic signature – GC 1................................................................................................ 13 5.2 Liability of signatory – GC 2................................................................................................ 13 5.3 Guarantee – GC 3............................................................................................................... 13 5.4 Nominee – GC 4................................................................................................................. 13 6 TITLE.................................................................................................................................. 13 6.1 Encumbrances – GC 5........................................................................................................ 13 6.2 Vendor warranties – GC 6................................................................................................... 14 6.3 Identity of the land – GC 7................................................................................................... 14 6.4 Services – GC 8.................................................................................................................. 14 6.5 Consents – GC 9................................................................................................................. 14 © The College of Law Limited 3 THE COLLEGE OF LAW PROPERTY 6.6 Transfer and duty – GC 10.................................................................................................. 14 6.7 Release of security interest – GC 11.................................................................................. 15 6.8 Builder warranty insurance – GC 12................................................................................... 15 6.9 General law land – GC 13................................................................................................... 15 7 MONEY............................................................................................................................... 15 7.1 Deposit – GC 14................................................................................................................. 15 7.2 Deposit bond – GC 15......................................................................................................... 16 7.3 Bank guarantee – GC 16.................................................................................................... 16 7.4 Settlement – GC 17............................................................................................................. 17 7.5 Electronic settlement – GC 18............................................................................................ 17 7.6 GST – GC 19...................................................................................................................... 17 7.7 Loan – GC 20...................................................................................................................... 17 7.8 Building report – GC 21....................................................................................................... 18 7.9 Pest report – GC 22............................................................................................................ 18 7.10 Adjustments – GC 23.......................................................................................................... 18 7.11 Foreign resident capital gains withholding – GC 24............................................................ 19 7.12 GST withholding – GC 25................................................................................................... 19 8 TRANSACTIONAL.............................................................................................................. 20 8.1 Time and co-operation – GC 26.......................................................................................... 20 8.2 Service – GC 27.................................................................................................................. 20 8.3 Notices – GC 28.................................................................................................................. 20 8.4 Inspection – GC 29............................................................................................................. 20 8.5 Terms contract – GC 30...................................................................................................... 20 8.6 Loss or damage before settlement – GC 31....................................................................... 20 8.7 Breach – GC 32.................................................................................................................. 21 9 DEFAULT............................................................................................................................ 22 9.1 Interest – GC 33.................................................................................................................. 22 9.2 Default notice – GC 34........................................................................................................ 22 9.3 Default not remedied – GC 35............................................................................................ 22 9.4 Conflict between conditions................................................................................................ 22 10 SALE OF PROPERTY OFF THE PLAN – ADDITIONAL CONTRACT PROVISIONS........ 22 4 © The College of Law Limited P301 Contract of Sale of Land ABBREVIATIONS ABN Australian Business Number ATO Australian Taxation Office GC general condition GST goods and services tax LIV Law Institute of Victoria PPSR Personal Property Securities Register SC special condition SLA Sale of Land Act 1962 (Vic) standard contract Contract of sale of land published by the Law Institute of Victoria and the Real Estate Institute of Victoria Ltd REFERENCES Libbis S, Conveyancing Victoria 2022 (Hybrid Publishers, 8th ed, 2022) LIV Property Law Committee, ‘Property Law: New ‘off the plan’ contract terms for the sale of land’ (April 2023) Law Institute Journal 18 Lloyd D P and M McCutcheon, ‘GST Withholding at Settlement’ (August 2018) Law Institute Journal 20 Lloyd D P and W F Rimmer, Sale of Land Act Victoria (Thomson Reuters, 2015) ACKNOWLEDGMENTS This practice paper was written by Richard Antill BEc, LLB (Hons) and is regularly reviewed and updated (as necessary) by College of Law academic staff and other legal practitioners. Previous reviewers include College of Law academic staff in 2006–2007, Elspeth McNeil BA (Hons), LLB (Melb), GradCertHigherEd (Mon) in 2008–2010, Kristoffer Greaves, BA, LLB (Hons) (UNE), GDLP (Leo Cussen) in 2011, Kamilla Shaw LLB (Latrobe) in 2012, Kristine Pham LLB (UTAS) in 2013–2015, Silvana Marasco LLB (Melb), BComm (Melb) in 2016, Lee Lesley Horton BA, DipLaw (LPAB), GDLP in 2017, Megan Thorburn BSc, DipLaw (LPAB), GDLP, AccS(Prop) in 2018–2019 and 2021–2022, and Simon Libbis BJuris, LLB, AccS(Prop) in 2020. Current revision by Megan Thorburn, August 2023. © The College of Law Limited 5 THE COLLEGE OF LAW PROPERTY INTRODUCTION 1 SCOPE OF PAPER The contract of sale of land is one of the primary documents in the conveyancing process. It is important that lawyers are familiar with the contract and the information required to complete the contract to effectively act for and advise clients on the sale or purchase of real property. This practice paper examines the Contract of sale of land published by the Law Institute of Victoria (LIV) and the Real Estate Institute of Victoria (August 2019 edition) (standard contract), which is used in conveyancing in Victoria. It describes the meanings of various terms and conditions in the contract and outlines the information you will require from your client in order to use the contract effectively. There are some conveyancing transactions where the standard contract is not used or where it is significantly amended by the addition of special conditions. It is therefore important to go through each contract carefully to clarify your client’s rights and obligations pursuant to the contract of sale. The standard contract is available in printed form from the LIV Bookshop and an electronic copy is available for purchase online. 2 CONTRACT OF SALE OF LAND 2.1 Background The contract of sale of land defines the parties’ rights, obligations and duties, as well as documenting the terms upon which the land is to be sold. It is possible for the parties to come to an informal agreement containing only the terms that are essential to constitute a binding contract, commonly referred to as the “three Ps” – parties, property and price. This type of contract is called an “open contract” and, to the extent that they are necessary, terms defining the parties’ rights will be implied by law. For an open contract to be enforceable, either: there must be a written memorandum or note of the agreement signed by the person or company to be charged, or by a person lawfully authorised pursuant to the Instruments Act 1958 (Vic) s 126 or the Corporations Act 2001 (Cth) s 127; or the doctrine of part performance and/or the doctrine of promissory estoppel must apply. It is preferable that a contract of sale sets out conditions, rights and obligations of the parties in detail. In this regard, the standard contract should be used for transparency and consistency. A lawyer who is familiar with the format of the standard contract can readily ascertain a client’s obligations and provide appropriate advice. The standard contract was most recently amended in August 2019 and incorporates the special conditions of the former standard contract as general conditions. Note that at the time of writing, the standard contract is being reviewed by the LIV Property Law Committee, and an updated version of the standard contract is expected to be published by 2024. A contract of sale (or grant of an interest in land) to a purchaser whose acquisition is wholly or predominantly for personal, domestic or household use is a consumer contract as defined in the Australian Consumer Law (Competition and Consumer Act 2010 (Cth) Sch 2). It is important to ensure that the terms and conditions of a consumer contract are not unfair contract terms under Australian Consumer Law Ch 2 Pt 2-3. After 9 November 2023, a person is prohibited from making a contract with an unfair contract term. A pecuniary penalty can be imposed if a person contravenes this prohibition. 6 © The College of Law Limited P301 Contract of Sale of Land 2.2 Drafting the contract A contract of sale of land is a document that creates an (equitable) interest in land. The creation of that interest is both “legal work” and “conveyancing work”. The Conveyancers Act 2006 (Vic) provides a system of regulation and licensing for conveyancers. Under that Act, “conveyancing work” is defined in s 4(1) as: … legal work carried out in connection with any transaction that creates, varies, transfers, conveys or extinguishes a legal or equitable interest in any real or personal property, such as, for example, any of the following transactions— (a) the sale of a freehold interest in land; (b) the creation, sale or assignment of a leasehold interest in land; (c) the grant of a mortgage or other charge. The preparation of a contract of sale of land can be performed by either a person admitted to legal practice and holding a practising certificate, or a conveyancer: Legal Profession Uniform Law (Legal Profession Uniform Law Application Act 2014 (Vic) Sch 1) s 10; Legal Profession Uniform General Rules 2015 (Vic) r 10. Section 53A of the Estate Agents Act 1980 (Vic) allows an estate agent or an agent’s representative to fill out either: a standard form contract permitted by the regulations or approved by the Victorian Legal Services Commissioner or a professional association within the meaning of the Legal Profession Uniform Law (the LIV standard form contract is an approved contract); or any contract prepared by an Australian legal practitioner or a licensed conveyancer. PART 1 – COMPONENTS OF THE CONTRACT OF SALE OF LAND 3 COMPONENTS OF THE STANDARD FORM OF CONTRACT 3.1 Overview The standard contract includes the following components: cover sheet with provision for property address; page with required notices as to the cooling-off period and off-the-plan sales, and information about approvals and copyright and a disclaimer; page for signing and dating; contents page; particulars of sale; page for entry of special conditions (SCs); and general conditions (GCs). 3.2 Cover sheet, cooling-off notices and notice to purchasers of property “off the plan” The cover sheet contains provision for insertion of the property address. The next page of the standard contract contains a cooling-off notice, a notice to purchasers of property “off the plan”, approvals, a copyright notice and a disclaimer. © The College of Law Limited 7 THE COLLEGE OF LAW PROPERTY 3.3 Notice of cooling-off period Section 31 of the Sale of Land Act 1962 (Vic) (SLA) provides that a purchaser of land (together with any goods) has a cooling-off period of 3 clear business days after the purchaser has signed the contract. Note that land used primarily for industrial or commercial purposes, and land that is more than 20 hectares and used primarily for farming, are exceptions to this provision. During the cooling-off period, the purchaser can terminate the contract by providing written notice and obtain a refund of all money paid except for $100 or 0.2% of the purchase price, whichever is greater. This notice must be provided to the vendor or its agent or the vendor’s estate agent, either by hand delivery or by leaving the notice at the address of the vendor or its agent: SLA s 31A. Alternatively, the notice may be served on the vendor’s legal practitioner, conveyancer or estate agent even if the estate agent’s authority has formally expired at the time of service: GC 27.2. A contract s 31 applies to must contain a conspicuous notice advising the purchaser of their coolingoff rights (SLA s 31(6)), otherwise the purchaser may rescind the contract at any time before the purchaser becomes entitled to possession of the property, or the receipt of rents and profits from it. In the standard contract, this notice is headed “Important Notice to Purchasers”. Pursuant to SLA s 31(5), the cooling-off period will not be available where: the sale is by publicly advertised auction; the property is purchased within 3 clear business days before or after a publicly advertised auction; the purchaser has previously signed a contract with the vendor for the same property in substantially the same terms; or the purchaser is an estate agent within the meaning of the Estate Agents Act 1980 (Vic) or a corporate body. 3.4 Notice requirements for off-the-plan contracts Section 9AA(1A) of the SLA requires an off-the-plan contract to contain a conspicuous notice stating that: the purchaser may negotiate with the vendor about the amount of the deposit, up to 10% of the purchase price; a substantial amount of time may elapse between the signing of the contract of sale and the day on which the purchaser becomes the registered proprietor of the lot; and the value of the lot may change between the day on which the purchaser signs the contract of sale and the day on which the purchaser becomes the registered proprietor of the lot. The purchaser will not have a right to rescind the contract if the notice is not given or is not conspicuous. However, the vendor may be liable for a penalty under SLA s 16(1), which makes it an offence for any person to sell land in contravention of the provisions of the SLA. 3.5 Signing of the contract The signing page contains the key statement that the vendor sells, and the purchaser buys, the property, which is defined to include the land and goods, for the price and on the terms set out in the standard contract. It also states that the terms of the standard contract are contained in the following documents (in this order): (a) particulars of sale; (b) special conditions; and (c) general conditions. This order of priority means that the general conditions are to be read as subject to any special conditions. 8 © The College of Law Limited P301 Contract of Sale of Land The signing page also contains a warning that it is a legally binding agreement and that the purchaser should ensure that, before signing the contract, they have read the contract and received: a copy of the vendor statement, signed by the vendor, which the vendor is required to provide under SLA s 32 in accordance with SLA Pt II Div 2; and a copy of the full terms of the standard contract. Although the vendor statement is not required to be attached to the contract, the Legal Practitioners’ Liability Committee recommends it. This makes it easier to prove that the purchaser has received an original signed copy of the statement before signing the contract (if necessary). The vendor statement is referred to as a “vendor’s statement” or a “s 32 statement”. The vendor or agent must give or show to the purchaser a due diligence checklist before signing. In practice, the vendor’s representative can attach the checklist to the vendor statement to ensure that the vendor complies with this obligation. Before signing the contract, the vendor or agent must also make the purchaser aware of any material facts about the land for sale: SLA s 12(d). The purchaser and vendor sign and date the front page, referred to as the “signing page”. The parties must also print their names and state the nature of the authority under which they sign (for example, “director” or “attorney under power of attorney”). In practice, the vendor must first sign and date the vendor statement before the real estate agent presents the statement to any prospective purchaser. After auction or on private sale, the agent gives the contract and vendor statement to the purchaser, who signs and dates both the vendor statement and the contract. Finally, the vendor signs the contract, setting the day of sale. The date of the vendor’s signature is important as it identifies the existence of the contract and determines various time limits under the contract. The day of sale is not always obvious, for example, where there have been several alterations to particulars of the contract during negotiations. In these circumstances, the day of sale will be the date on which both parties signed a contract with identical particulars. In the August 2019 version of the standard contract, after the signing page there is the Table of Contents listing the 35 general conditions. 4 PARTICULARS OF SALE 4.1 Details of the vendor Vendor’s estate agent Insert details of the vendor’s estate agent, including name, Australian Business Number (ABN), address, phone number, fax number (if any) and email address. If no agent has been appointed, the section should be deleted or the words “Not applicable” should be inserted. Vendor Insert the vendor’s details, including name (all middle names must be included), ABN, Australian Company Number (ACN) (if a company) and address. Vendor’s lawyer or conveyancer Insert details of the vendor’s representative, including name, ABN, address, phone number, fax number (if any) and email address. It is helpful to also include the lawyer’s or conveyancer’s reference. © The College of Law Limited 9 THE COLLEGE OF LAW PROPERTY If a vendor is not represented by a lawyer or conveyancer, the vendor should insert “Self-representation by the vendor” and the vendor’s contact details, including address, phone number and email. 4.2 Details of the purchaser Purchaser Insert the purchaser’s full name (importantly including all middle names), ACN (if a company), address and contact details. These details are often inserted by the agent on the day of auction or private sale. When acting for the purchaser, ensure the purchaser’s names inserted in the contract of sale match the identity documents received when completing the client’s verification of identity. If the purchaser is borrowing money to purchase the property, loan documentation will be prepared in the purchaser’s full name and must match the name inserted in the contract of sale. Purchaser’s lawyer or conveyancer Insert details of the purchaser’s lawyer or conveyancer in the same way as for the vendor’s lawyer or conveyancer. If a purchaser is not represented, insert “Self-representation by the purchaser” and the purchaser’s contact details. Note, however, that if goods and services tax (GST) withholding provisions apply, the purchaser must engage a legal representative: GC 25.6. 4.3 Details of the land Land Insert the title description of the land, including the lot number, plan number, and volume and folio reference. If the land has no title or plan reference or is general law land, insert the description as contained in the copy of the Register Search Statement (title search) and the document referred to as the diagram location (or the plan) in the Register Search Statement as attached to the vendor statement. Note that the land includes all improvements and fixtures. Property address Insert the street address of the property. This is usually found at the bottom of the Register Search Statement. It is prudent to verify the address with the client. Goods sold with the land Insert details of any goods that are sold with the property. Note that if there are any goods to be specifically excluded from the sale, these should be dealt with clearly by inserting a special condition in the contract. Unless the property is vacant land, goods such as fixed floor coverings, window furnishings and light fittings are usually included in the sale. These fixtures are not usually specified in the contract as they will pass with the land. If there is any doubt as to whether an item is a fixture, it should be clarified, either in the particulars of sale under “Goods” or in a special condition, whether that item is sold with the property. 4.4 Details of payment, price, deposit and balance Payment Details of the price, deposit and balance payable at settlement must be inserted in the “Payment” section of the particulars of sale. 10 © The College of Law Limited P301 Contract of Sale of Land Price The “Price” in the particulars of sale is the purchase price of the property. Deposit Insert the amount of the deposit and the date by which it is to be paid. If part or all of the deposit has already been paid, insert the amount that has been paid and the date it was paid. Where the contract is for the sale of land before the approval of a plan of subdivision (known as a sale off-the-plan), the deposit cannot be more than 10% of the purchase price; otherwise, the purchaser may rescind the contract at any time before the registration of the plan: SLA ss 9AA and 9AE. However, the 10% deposit can be negotiated to a lower amount. For further information about off-the-plan sales, see Practice Paper P302 Sale and Purchase of Land. Where the contract is also a domestic building contract, the deposit cannot be more than 5% of the contract price (unless the contract price is less than $20,000, in which case the limit is 10%); otherwise, the purchaser may avoid the contract at any time before it is completed: Domestic Building Contracts Act 1995 (Vic) s 11. Under Domestic Building Contracts Act 1995 (Vic) s 3(4): (4) A contract for the sale of land on which a home is being constructed or is to be constructed that provides or contemplates that the construction of the home will be completed before the completion of the contract is not, and is not to be taken to form part of, a domestic building contract within the meaning of this Act if— (a) the home is being constructed under a separate contract that is a major domestic building contract; or (b) the contract of sale provides that the home is to be constructed under a separate contract that is a major domestic building contract. When acting in a transaction that involves the sale of land as well as the construction of a home, carefully consider whether the provisions of the Domestic Building Contracts Act 1995 (Vic) have any effect on the deposit. For further information about domestic building contracts, see Practice Paper P302 Sale and Purchase of Land. Balance The balance of the purchase price is the amount due after the deposit is deducted from the purchase price. The time for the payment of the balance is at settlement. If the balance is to be paid by two or more separate payments after the contract is signed, this may have the effect of creating a “terms contract”: GC 30; SLA ss 29A–29W. There are two check boxes, titled “deposit bond” and “bank guarantee”. These will apply only if the vendor has agreed to the deposit being paid in either of those ways. If checked, then either GC 15 or GC 16 will be included in the contract. 4.5 Goods and services tax The sale of land is a supply and may attract GST. The sale of residential premises is generally not subject to GST where those premises are not new. The price includes GST unless the contract provides otherwise. If the first box under the “GST” heading is checked, then GST is payable in addition to the price as GC 19 of the contract will apply. GST generally applies to the sale of commercial premises that are not sold as part of a GST-free sale of a “going concern”. © The College of Law Limited 11 THE COLLEGE OF LAW PROPERTY The boxes under this heading relate to exemptions from, and reductions to, GST. If the sale is of a “farming business” or “going concern”, the relevant box must be checked. If the “margin scheme” will be used to calculate GST, checking the appropriate box will invoke the relevant part of GC 19. 4.6 Settlement The contract must specify the due date for settlement. Normally, that date will be when the purchaser pays the balance of the price and is entitled to take possession of the property and there is a transfer of the title. If the land being sold is a lot on an unregistered plan of subdivision, settlement will be on the later of the specified date or the 14th day after the vendor gives written notice to the purchaser of registration of the plan of subdivision. 4.7 Lease If the property is being sold subject to a lease or tenancy, the relevant box must be checked. If the contract is not subject to a lease, the purchaser will take possession of the property on completion of settlement and the vendor must provide vacant possession. 4.8 Terms contract A “terms contract” is a contract under which the balance is paid by a number of instalments over time and/or the purchaser takes possession of the property before the balance is paid. Such contracts are not common, but you should be aware of the legislative restrictions that apply to them: SLA ss 29A–29W. If the contract is a terms contract, the relevant box must be checked and GC 30 will apply. 4.9 Loan The contract is not conditional on the purchaser obtaining approval of finance unless the relevant box is checked and the particulars are completed. Information required to be inserted in the particulars includes the lender to whom the application for finance is being made, the amount of the loan and the date for approval. If the contract is subject to a loan being approved and this box is checked, this will trigger GC 20. 4.10 Reports It is prudent for purchasers to obtain reports about the buildings on the land or pest infestation before purchasing real property. Checking these boxes can make the contract conditional on the purchaser obtaining satisfactory building and/or pest inspection reports invoking either GC 21 or GC 22 (depending on which box is checked). 4.11 Special conditions The general conditions of the standard contract are comprehensive, so the insertion of special conditions in the contract may not be required. However, each transaction should be assessed on the facts and special conditions inserted where necessary. Special conditions take priority over general conditions, so it is important when drafting special conditions to ensure that they will not inadvertently override a general condition you intended to retain. When adding special conditions to the contract it is recommended that: each special condition is numbered; the parties initial beside each special condition; a line is drawn through any blank space remaining on the special conditions page; and additional pages are attached if there is not enough space. 12 © The College of Law Limited P301 Contract of Sale of Land PART 2 – GENERAL CONDITIONS 5 CONTRACT SIGNING 5.1 Electronic signature – GC 1 The purpose of GC 1 is to avoid the need for the physical signing of a paper contract. It provides for an electronic signature, defined as a digital signature or a visual representation of a person’s handwritten signature being placed on a physical or electronic copy of the standard contract by electronic means. Where the contract is electronically signed by or on behalf of a party, the party warrants and agrees that the signature identifies them and indicates that they intend to be bound by the signature: GC 1.3. The contract may be electronically signed in any number of counterparts which together constitute one document, and the exchange of such counterparts by email or other electronic means may be agreed in writing: GCs 1.4 and 1.5. Each party must, upon request, promptly deliver a physical signed counterpart of the contract: GC 1.6. However, failure to comply with this request does not affect the validity of the contract. 5.2 Liability of signatory – GC 2 General condition 2 renders an individual signing on behalf of a proprietary limited company purchaser personally liable under the contract. 5.3 Guarantee – GC 3 The vendor may require one or more directors of a purchaser company to guarantee the purchaser’s performance of the contract if the purchaser is a proprietary limited company. The condition does not specify a form of guarantee. This is often done by way of a special condition. 5.4 Nominee – GC 4 The purchaser may, no later than 14 days before the due date for settlement, nominate a substitute or additional person to take a transfer of the land; however, the named purchaser remains personally liable for the due performance of the purchaser’s obligations under the contract. There is no need for words such as “and/or nominee” to appear after the purchaser’s name in the contract. The nomination is effectively no more than a direction to the vendor as to who should be named as transferee in the transfer of land – it does not change the parties to the contract. 6 TITLE 6.1 Encumbrances – GC 5 General condition 5.1 provides that the purchaser buys the property subject to: any encumbrances shown in the vendor statement other than mortgages or caveats; any reservations in the Crown Grant; and any lease referred to in the particulars of sale. If the property is sold subject to a lease, the purchaser indemnifies the vendor against all obligations to be performed by the landlord after settlement: GC 5.2. © The College of Law Limited 13 THE COLLEGE OF LAW PROPERTY 6.2 Vendor warranties – GC 6 General condition 6 contains a number of warranties by the vendor, which are in place of any right of the purchaser to make requisitions on title. The warranties are subject to any contrary provisions in the contract and disclosures in the vendor statement. The vendor warrants that GCs 1–35 are identical to the general conditions in the standard contract. This is an important warranty in conveyancing practice as it obviates the need to read the general conditions. Further, the vendor warrants that the vendor (GCs 6.3 and 6.4): has the right to sell the land; is not under a legal disability; is in possession of the land, personally or through a tenant; has not created another proprietary interest in the land that has priority over the purchaser’s interest; at settlement, will be the holder of an unencumbered estate in fee simple in the land and the unencumbered owner of any improvements, fixtures, fittings and goods; and has no knowledge of any public rights of way, easement, leases or other possessory agreements, notices or legal proceedings affecting the land. General condition 6.6 sets out the statutory warranties relating to domestic building work by an owner-builder that are required if Building Act 1993 (Vic) ss 137B and 137C apply. 6.3 Identity of the land – GC 7 General condition 7 provides that any omissions or mistakes in the description, measurements or area of the land will not invalidate the sale. The purchaser is precluded from making any objection to or claiming compensation for any alleged misdescription of the property or deficiency in its area or measurements, or requiring the vendor to amend title or pay any costs of such amendment. This condition will be subject to the common law principle that a significant discrepancy will justify avoidance of the contract. 6.4 Services – GC 8 The vendor statement must include a list of services (electricity, gas, water, sewerage, telephone) and indicate whether each is connected to the land. However, the vendor does not represent that those services are adequate for the purchaser’s proposed use of the property, nor that they will be in the same condition at settlement as they were on the day of sale. The purchaser should make their own enquiries and is responsible for the connection of all services to the property after settlement. 6.5 Consents – GC 9 It is the vendor’s responsibility to obtain any consents or licences required for the sale. If any such consent or licence is not obtained by settlement, the contract will end, and all money must be refunded. 6.6 Transfer and duty – GC 10 If the transaction is not being conducted electronically, the purchaser must provide any paper transfer of land document necessary for the transaction to the vendor at least 7 days before the due date for settlement: GC 10.1. Failure to comply with this condition constitutes a breach of the contract by the purchaser and entitles the vendor to recover from the purchaser compensation for any reasonably foreseeable losses resulting from the breach and any delay to the settlement. 14 © The College of Law Limited P301 Contract of Sale of Land The vendor must promptly initiate the Digital Duties Form (or other form) required by the State Revenue Office in respect of the transaction, and both parties must complete it as soon as practicable: GC 10.2. 6.7 Release of security interest – GC 11 General condition 11 operates in addition to the warranty in GC 6.3(e) that provides that the vendor will, at settlement, be the holder of an unencumbered estate in fee simple in the land. Where the property (or part of it) is subject to a security interest the Personal Property Securities Act 2009 (Cth) applies to and that interest is registered on the Personal Property Securities Register (PPSR), at settlement the vendor must provide the purchaser with one of the following documents: a release from the secured party; a statement detailing that the amount or obligation that is secured is NIL at the date of settlement; or a written approval or correction indicating that the personal property included in the contract is not, or will not be, property in which the security interest is granted. It is the purchaser’s obligation to notify the vendor of any security interest that it requires to be released. This request must be made in writing at least 21 days before settlement: GC 11.1. This condition only contemplates the release of security interests that are registered on the PPSR. A diligent purchaser should request a release from a secured party for all types of security interest, including a mortgage, charge or lien. The purchaser may request the vendor provide the vendor’s date of birth to enable the purchaser to search the PPSR for any security interests affecting any personal property for which the purchaser is entitled to a release, statement, approval or correction: GC 11.2. The vendor must comply with this request at least 21 days before the due date for settlement: GCs 11.2 and 11.3. 6.8 Builder warranty insurance – GC 12 At settlement, the vendor is required to provide details of any current builder warranty insurance, which is in the vendor’s possession and relates to the property, if a written request is made at least 21 days before settlement. 6.9 General law land – GC 13 General condition 13 applies if the land being sold is not under the Transfer of Land Act 1958 (Vic). Most land in Victoria is Torrens title; general law land is not common. The vendor is required to complete the conversion if there is a provisional title. This general condition goes on to set out the rights and obligations of parties in a general law conveyancing transaction. 7 MONEY 7.1 Deposit – GC 14 The purchaser must pay the deposit: to the vendor’s licensed estate agent; or where there is no estate agent, to the vendor’s lawyer or conveyancer, or if the vendor directs, into a special purpose account in an authorised deposit-taking institution in Victoria specified by the vendor in the joint names of the purchaser and the vendor. In the absence of any special condition in the contract, interest earned will be added to the deposit. General condition 14.2 applies where the land is a lot on an unregistered plan of subdivision. It is designed to ensure compliance with SLA s 9AA by providing that the deposit must: © The College of Law Limited 15 THE COLLEGE OF LAW PROPERTY not exceed 10% of the purchase price; and be paid to the vendor’s estate agent, lawyer or conveyancer and held by that person on trust for the purchaser until the registration of the plan of subdivision. Section 27 of the SLA provides a mechanism for the early release of the deposit where: the vendor has given the purchaser written notice setting out specified particulars of any mortgages or caveats; and the purchaser has either: – given the vendor a notice in writing that they are satisfied with the particulars provided; or – failed to give the vendor written notice within 28 days of receiving the particulars stating that they are not satisfied with the particulars and providing reasons. Under GC 14.3, the deposit must be released to the vendor if: SLA s 27 has been satisfied; it is more than 28 days since the notice was given to the purchaser; and the vendor has provided proof to the reasonable satisfaction of the purchaser that there are no debts secured against the property, or that the total amount of such debts does not exceed 80% of the sale price. When the deposit is released, settlement takes place or the contract ends, the stakeholder who has been holding the money must pay the deposit to the party entitled to the deposit and any interest to the party entitled to the interest earned from investing the deposit: GC 14.4. Alternatively, the stakeholder may pay the deposit and any interest into court if it is reasonable to do so: GC 14.5. A purchaser is deemed to have accepted title where they have been deemed to have authorised release of the deposit under SLA s 27(7): GC 14.6. However, in Aurumstone Pty Ltd v Yarra Bank Developments Pty Ltd VSC 503, the Supreme Court of Victoria decided that a purchaser may have sufficient grounds for an objection if a contingent condition, such as finance approval or a promissory estoppel, is unsatisfied. The position as to early release of a deposit under SLA s 27 requires further legislative clarification. General conditions 14.7–14.11 deal with how deposit payments can be made. Note that cash payments are limited to the greater of $1,000 or 0.2% of the purchase price, and if payment is made by electronic funds transfer, payment is deemed to be made on receipt of payment. 7.2 Deposit bond – GC 15 General condition 15 allows for payment of the deposit by way of a deposit bond as an alternative to a cash deposit. This is available only if the vendor has agreed by checking the relevant box in the particulars of sale. A deposit bond will usually be issued by the purchaser’s bank to the sum of up to 10% of the purchase price. The purchaser’s bank acts as guarantor of the amount and will issue a deposit bond certificate to the vendor that is held by the vendor’s legal representative. On settlement, the purchaser’s bank will pay the amount agreed to the vendor. Deposit bonds are not very common in Victoria. 7.3 Bank guarantee – GC 16 A purchaser’s bank can provide a bank guarantee as an alternative to payment of a deposit: GC 16. The vendor must have agreed by checking the relevant box in the particulars of sale. A bank guarantee is made by a bank on a purchaser’s behalf and given to the vendor’s legal representative, to ensure that an amount will be paid by the bank if the purchaser fails to do so. The vendor must return the bank guarantee to the purchaser when the purchaser pays the amount secured 16 © The College of Law Limited P301 Contract of Sale of Land by the bank guarantee in accordance with GC 16.4. Bank guarantees for deposits are also uncommon in Victoria. 7.4 Settlement – GC 17 At settlement, the purchaser must pay the balance of purchase money due in accordance with written directions of the vendor or the vendor’s legal practitioner or conveyancer: GC 17.1. The vendor must: do all things, including delivering all documents, necessary to enable to purchaser to become the registered proprietor of the land; and give the purchaser either vacant possession of the property or entitlement to receipt of the rents and profits. Unless the parties otherwise agree, settlement must be conducted between 10am and 4pm: GC 17.2. Note that at the time of writing, the LIV Property Law Committee is reviewing this provision. An updated version is expected to be published by 2024. 7.5 Electronic settlement – GC 18 Settlement and lodgment must be conducted electronically in accordance with the Electronic Conveyancing (Adoption of National Law) Act 2013 (Vic). Among other things, electronic settlement requires that: a party must give immediate written notice if they believe settlement cannot be conducted electronically: GC 18.2; a party must open the electronic workspace as soon as reasonably practicable: GC 18.4; the vendor must nominate a time of day for locking the workspace at least 7 days before the due date for settlement: GC 18.6; and each party must do everything reasonably necessary to assist the other party to trace and identify the recipient of any missing or mistaken payment, and to recover that payment: GC 18.9. General condition 18.9 deals with the delivery of physical items that do not form part of an electronic settlement, including keys. 7.6 GST – GC 19 General condition 19 implements and expands on the GST provisions in the particulars of sale. The purchaser does not have to pay the vendor GST in addition to the purchase price if the particulars of sale specify that the price includes GST (if any): GC 19.1. Protection is provided for the vendor, such that the purchaser is required to pay GST resulting from an action of the purchaser after the day of sale (including a change of use) or if the supply does not satisfy the requirements of a farming business or going concern under the relevant provisions of the A New Tax System (Goods and Services Tax) Act 1999 (Cth): GC 19.2. A purchaser is not obliged to pay any GST until a tax invoice has been given to the purchaser: GC 19.3. 7.7 Loan – GC 20 General condition 20 applies if the particulars of sale specify that the contract is subject to a loan being approved. This condition gives the purchaser a right to terminate the contract if: a lender, loan amount and approval date are nominated in the particulars of sale; the purchaser has made immediate application for the loan; the purchaser has done everything reasonably required to obtain approval of the loan; the loan is not approved by the approval date; © The College of Law Limited 17 THE COLLEGE OF LAW PROPERTY the purchaser serves written notice ending the contract on the vendor within 2 clear business days after the specified approval date or any later date allowed by the vendor; and the purchaser is not in default under any other condition of the contract when the notice is given. If the contract is ended under GC 20, all money paid must immediately be refunded to the purchaser. When acting for a purchaser, you must take great care to ensure that the right to terminate is not lost inadvertently. You should note the important dates and ensure you have clear and timely instructions regarding the progress of any loan application. If you are required to request an extension of the approval date, you should seek specific instructions from the purchaser on whether to terminate the contract if the vendor does not agree to the request. If the vendor does not agree to an extension and the purchaser wishes to terminate, you must ensure that the relevant notice is given within 2 clear business days after the specific approval date, otherwise the contract will automatically become unconditional. Where a purchaser has difficulty obtaining finance you should ensure that the purchaser is not in default under any other condition of the contract. The purchaser must remedy any such default. This condition is only useful if the purchaser has the information required to complete the loan condition in the particulars of sale. It may be that the purchaser requires a special condition containing a more detailed “subject to finance” clause. The two most common issues encountered when drafting a subject to finance clause are: the clause is void for uncertainty; and the clause is a condition precedent or subsequent. The special condition should make clear: whether both vendor and purchaser have the right to avoid the contract in the event of non-performance of the condition, notwithstanding that the non-performance may occur without default on the part of the purchaser: Meehan v Jones (1982) 149 CLR 571; or whether the subject to finance clause is for the benefit of the purchaser only and failure to satisfy the condition would not allow the vendor to bring the contract to an end: Zieme v Gregory VR 214. 7.8 Building report – GC 21 If the relevant box in the particulars of sale has been checked, the purchaser may end the contract within 14 days of the day of sale if a registered building practitioner provides a written report disclosing that a structure on the land has a major building defect. A registered building practitioner has a right of entry onto the land for the purposes of preparing the report. 7.9 Pest report – GC 22 If the relevant box in the particulars of sale has been checked, the purchaser may end the contract within 14 days of the day of sale if a licensed pest control operator provides a written report disclosing a current major pest infestation on the land. A licensed pest control operator has a right of entry for the purposes of preparing the report. 7.10 Adjustments – GC 23 All periodic outgoings (such as council and water rates, land tax and owners corporation fees) payable by the vendor and any income (such as rent) received in respect of the property must be apportioned between the vendor and the purchaser at settlement. The vendor is liable for the outgoings and entitled to the income up to and including the day of settlement. The purchaser must provide copies of all certificates and relevant information used to calculate the adjustments upon the vendor’s request: GC 23.3. 18 © The College of Law Limited P301 Contract of Sale of Land For the purposes of adjusting land tax, the property is treated as if it is the only land owned by the vendor and the vendor is taken to be a resident Australian beneficial owner. Any personal statutory benefit (such as a pensioner rebate) is disregarded when calculating adjustments. If the land is in the “Levy Area” prescribed by the Congestion Levy Act 2005 (Vic), the LIV Property Committee recommends that lawyers include a special condition stating that the annual congestion levy (administered by the State Revenue Office) is to be adjusted as an outgoing. If the land is land in respect of which there is a growth areas infrastructure contribution (GAIC) recording within the meaning of Planning and Environment Act 1987 (Vic) Pt 9B, the purchaser’s lawyer should seek to have included a special condition requiring the vendor to pay any GAIC that may be imposed in respect of the transfer. The amount of the GAIC that the purchaser is liable to pay can be deducted from the balance of the purchase price payable at settlement: SLA s 50. 7.11 Foreign resident capital gains withholding – GC 24 Under the foreign resident capital gains withholding regime, a purchaser is required to withhold an amount from the proceeds of sale (being 12.5% of the purchase price) and pay it to the Australian Taxation Office (ATO) if the vendor is a foreign resident. All vendors are deemed foreign residents unless they provide a clearance certificate from the ATO. This regime applies to real property in Australia valued over $750,000, to mining, quarrying or prospecting rights, and to interests in Australian entities that predominantly have such assets, such as shares in a private company with real property as its main asset. 7.12 GST withholding – GC 25 Purchasers of new residential premises or potential residential land are required to withhold GST from the purchase price at settlement. Further to the statutory scheme regarding GST withholding, GC 25 sets out certain requirements. The GST withholding amount (ordinarily 1/11th of the contract price unless the margin scheme applies) may be deducted from the balance of the purchase price due to the vendor at settlement: GC 25.5. The purchaser is responsible for paying to the Commissioner of Taxation the GST withholding amount (GC 25.7) as well as paying any penalties or interest on account of non-payment or late payment under GC 25.1. However, the purchaser is not responsible for payment of penalties or interest if these arise from a failure on the vendor’s behalf or the purchaser has a reasonable belief that the property is not new residential premises or potential residential land. Payment may be made through an electronic lodgment network (GC 25.8), or the purchaser may provide to the vendor a bank cheque payable to the Commissioner of Taxation at settlement (GC 25.9). However, as the purchaser is liable to pay the GST withholding amount if the vendor fails to do so, it is recommended that payment be made directly to the Commissioner. General condition 25.11 contains vendor warranties regarding the “GST withholding notice” which the vendor must provide to the purchaser before making a supply given under Taxation Administration Act 1953 (Cth) s 14-255. The time for giving the GST withholding notice is fixed to at least 14 days before the due date of settlement: GC 25.3. The vendor must provide all information required by the purchaser to confirm the accuracy of the notice. General condition 25.10 reinforces the parties’ duty to reasonably co-operate in order to complete the transaction; notably, a party must provide the other party with such information as the other party requires to decide if an amount is required to be paid, or to comply with the purchaser’s obligation to pay the amount in accordance with Taxation Administration Act 1953 (Cth) s 14-250. © The College of Law Limited 19 THE COLLEGE OF LAW PROPERTY 8 TRANSACTIONAL 8.1 Time and co-operation – GC 26 General condition 26.1 provides that time is of the essence of the contract. This means that contractual obligations must be performed in accordance with the timelines specified in the contract. Where the time for performing any action falls on a non-business day, time is extended to the next business day: GC 25.2. “Business day” excludes Saturday, Sunday or any other day that is observed as a public holiday in Victoria: SLA s 30(1). General condition 26.3 introduces an obligation on the parties to be reasonable, prompt and efficient. This is important in the online environment as the ability of one party to carry out a step in the process is often reliant upon another party satisfying their obligations. Unfulfilled obligations under the contract continue after settlement: GC 26.4. 8.2 Service – GC 27 A demand, notice or document required to be served under the contract may be served by or on a legal practitioner or conveyancer acting for the parties. Cooling-off notices may be served on the estate agent even where the agent’s authority has expired. General conditions 27.3 and 27.4 specify the method of service and deemed dates of service. 8.3 Notices – GC 28 The purchaser is responsible for complying with any notices, orders, demands or levies imposing liability on the property that are issued or made on or after the day of sale. The purchaser is entitled to enter the property to comply with notices if action is required before settlement. General condition 28 does not apply to rate notices or other requirements relating to periodic outgoings – these are adjusted at settlement. 8.4 Inspection – GC 29 The purchaser and/or a person authorised by the purchaser is entitled to conduct a final, pre-settlement inspection of the property at any reasonable time during the 7 days preceding and including settlement day. 8.5 Terms contract – GC 30 The particulars of sale contain a box to be checked where the contract is a terms contract, although this does not necessarily need to be checked for GC 30 to apply. A terms contract is a contract that either: obliges the purchaser to make two or more payments to the vendor (other than the deposit or final payment) after the date that the contract is signed but before the purchaser is entitled to take a transfer of land: SLA s 29A(1)(a); or entitles the purchaser to possession or occupation of the land before the purchaser is entitled to take a transfer of land: s 29A(1)(b). Further information as to terms contracts is included in Practice Paper P302 Sale and Purchase of Land. 8.6 Loss or damage before settlement – GC 31 At common law and in equity, as soon as a contract of sale is unconditional, the property is at the purchaser’s risk and it is the purchaser who bears any accidental loss or deterioration in value. General 20 © The College of Law Limited P301 Contract of Sale of Land condition 31 reverses this position by providing that the vendor carries the risk of loss or damage to the property until settlement and that the vendor must deliver the property to the purchaser at settlement in the same condition as at the day of sale. There is no contractual or statutory obligation on the vendor to have insurance over the property; however, it is very important for the vendor to maintain such insurance until settlement: Black Creek Deer Farm Pty Ltd v ANZ Banking Group ANZ ConvR 16. Subject to certain exceptions, any such insurance held by the vendor will enure for the benefit of both the purchaser and the vendor: SLA s 35. The nature of the consequences of any failure of the vendor to deliver the property or goods to the purchaser in the same condition as at the day of sale depends upon whether the loss or damage was to the property or to the goods. If the property is not in the same condition at settlement as it was in on the day of sale (except for fair wear and tear), the purchaser may nominate an amount not exceeding $5,000 to be held by a stakeholder appointed by the parties: GC 31.4. This amount may be deducted from the amount due to the vendor at settlement, but only if the purchaser pays an equivalent amount to the stakeholder. After settlement, the parties must decide on a dispute resolution process and the stakeholder must pay the amounts held in accordance with the determination of the dispute. Further, SLA s 34 provides that if, before settlement, a dwelling-house on the property is so destroyed or damaged as to be unfit for occupation, the purchaser has an option to rescind the contract within 14 days after becoming aware of the destruction or damage. Any provision in a contract purporting to exclude, modify or rescind s 34 will be void. This statutory right to rescind the contract is qualified by s 36, which provides that the purchaser is not entitled to rely on the provisions of s 34 if the vendor restores the damage to the property before settlement. If the loss or damage is to goods, the only remedy available to the purchaser is a claim for compensation from the vendor after settlement. The purchaser cannot delay settlement because one or more of the goods was not in the required condition. Disputes may arise where the purchaser claims that goods have deteriorated since the contract was signed or that the vendor has substituted goods (such as light fittings, curtains or blinds) with goods of inferior quality. In practice, the parties should be encouraged to negotiate a satisfactory resolution because, unless the loss or damage is significant, it will not be cost-effective to institute proceedings. Sometimes, the estate agent may assist in resolving disputes as to goods since the agent will usually have the best independent knowledge of the property at the time the contract was signed. Alternatively, they may agree to refer the matter to the LIV Property Law Dispute Resolution Committee. If GC 31 is deleted from the contract, the purchaser will bear the risk of loss or damage to the property and goods from the day of sale. In these instances, it is important for the vendor to comply with SLA s 32B(a) and disclose in the vendor statement details of any insurance policy maintained by the vendor. Even if this condition is deleted from the contract, SLA s 34 provides the purchaser with a right to rescind. As such, it is prudent for the vendor to maintain insurance. It is good practice for the purchaser to obtain insurance over the property. It is commonly a requirement of the mortgagee to have their interest as mortgagee noted in the certificate of currency. 8.7 Breach – GC 32 A party who breaches the contract must pay the other party compensation and interest for any reasonably foreseeable loss resulting from the breach. If a vendor breaches the obligation to deliver the property to the purchaser at settlement, the purchaser’s reasonably foreseeable losses may include the costs and expenses directly attributed to re-arranging settlement, including any additional legal costs. © The College of Law Limited 21 THE COLLEGE OF LAW PROPERTY The vendor also has a right to compensation for any reasonably foreseeable loss resulting from a breach of the contract by the purchaser. The vendor is not necessarily entitled to insist on payment of this compensation at settlement and may need to settle the sale and then sue the purchaser for damages afterwards. 9 DEFAULT 9.1 Interest – GC 33 Penalty interest is payable on any money owing under the contract during the period of default. The rate of penalty interest payable under the standard contract is currently 12%, being the rate for the time being fixed by Penalty Interest Rates Act 1983 (Vic) s 2 (currently 10%) plus 2% per annum. Interest is payable even if no demand is made by the offended party. This general condition does not affect any other rights the offended party may have. Any interest due is payable on settlement. 9.2 Default notice – GC 34 Except for the right to receive interest under GC 34 and any right to sue for money owing, a party to the contract is not entitled to exercise any rights arising from the default of the other party until the defaulting party has been served with a written default notice and has failed to comply with that notice: GC 34.1. The default notice must specify the particulars of the default and state that it is the offended party’s intention to exercise the rights arising from the default unless, within 14 days of the notice being given, the default is remedied, and the reasonable costs incurred as a result of the default and any interest are paid: GC 34.2. 9.3 Default not remedied – GC 35 General condition 35 provides what is to happen if a default under the contract is not remedied within 14 days. If the default is made by the purchaser, all unpaid money becomes immediately payable. The contract will end if provision for this was included in the default notice, but this does not affect the offended party’s rights as a consequence of the default: GC 35.5. If the contract ends by a default notice given by the purchaser, all money must be repaid along with any interest and costs: GC 35.3. These amounts constitute a charge on the land until paid. If the contract ends by a default notice given by the vendor as the offended party, the deposit up to 10% is forfeited to the vendor, who may retain the property and sue for damages or resell the property and claim any shortfall from the purchaser: GC 35.4. 9.4 Conflict between conditions There is no general condition for resolution of a conflict between two or more conditions contained in the contract, but the terms and conditions take priority in the order listed on the signing page of the contract. A special condition will usually prevail over a general condition, but you should carefully check for and resolve any inconsistencies between conditions before the contract is signed. 10 SALE OF PROPERTY OFF THE PLAN – ADDITIONAL CONTRACT PROVISIONS In March 2023, the LIV published an additional set of standard contract provisions for off-the-plan contracts of sale of land. The additional general conditions complement the August 2019 version of the standard contract. 22 © The College of Law Limited P301 Contract of Sale of Land These additional provisions were not intended to cover all possible clauses for developer vendors. It was intended that the additional general conditions require few, if any, amendments by way of special conditions for smaller residential or broadacre subdivisions with or without owners corporations. The provisions are divided into three parts: Subdivision, Owners Corporation and Building. The particulars provide for settlement to be 21 days (not 14 days) following the later of the registration of the plan of subdivision or the issuing of an occupancy permit/certificate of final inspection. Further discussion of these additional contract provisions is outside the scope of this practice paper. Law Institute of Victoria, Sale of Property Off the Plan – Additional Contract Provisions (2023) is available for purchase from the LIV Bookshop, online or from property information brokers. © The College of Law Limited 23