Introduction Free-standing transfers and pre-completion transactions where there is mixture of both assignments of rights and free-standing transfers: identity of “the vendor”
43.Schedule 2A Paragraph 10 sets out various provisions regarding the identity of the vendor in free-standing transfers and, as the case may be, where there is a mixture of free-standing transfers and assignments of rights.
44.Sub-paragraph (2) provides that references in paragraph 10 to “the relevant land transaction” should be read as the last free-standing transfer (in any chain of pre-completion transactions or otherwise) as set out in paragraph 9(2) or an assignment of rights which follows a free standing transfer and there is: (i) a conveyance to the transferee of the subject matter to which that assignment of rights relates; or (ii) substantial performance by the transferee.
45.Sub-paragraph (3) provides that references in paragraph 10 to “the specified transaction” should be read as the last free-standing transfer (in any chain of pre-completion transactions or otherwise) as set out in paragraph 9(2) or the original contract which is either conveyed to or substantially performed by the transferee.
46.Sub-paragraph (4) provides the general rule that references to the vendor in the relevant land transaction (see paragraph 10(2)) will be read as the vendor or transferor under the “first appropriate transaction” which (subject to the provisions of paragraph 11) is the original contract (see paragraph 11(1)).
47.Sub-paragraph (5) sets out that in certain specified provisions references to the vendor in a free-standing transfer will be read as: (i) the vendor under the original contract; and (ii) each person who is transferor under any relevant pre-completion transaction (see sub-paragraph (8)).
48.Sub-paragraph (6) provides the list of the specified provisions where sub-paragraph (5) applies.
49.Sub-paragraph (7) provides that for the purposes of ascertaining whether or not the linked transactions rules in section 108(1) FA 2003 apply, references to “the vendor” will be read as the vendor under the original contract or the transferor under any relevant pre-completion transaction.
50.Sub-paragraph (8) provides a definition of “relevant pre-completion transaction” for the purposes of paragraph 10.