Part 2: Charity Land Section 23: Information to be included in certain instruments
Generally, there are two stages to land transactions. First, the seller and buyer enter into a contract, in which they agree that on a future date the seller will transfer the land to the buyer and the buyer will pay the purchase price ("the contract"). Second, on that future date, the parties complete the transfer by executing a conveyance and paying the purchase price ("the conveyance").
	Section 23 amends the wording to be included in instruments concerning dispositions (both contracts and conveyances) and mortgages of charity land, and sets out protections for purchasers from charities. Some of the amendments simply substitute clearer wording with little substantive effect on how the provisions operate. There are, however, two significant amendments. The first concerns the wording to be included in a contract. The effect of subsection (2), which amends section 122 of the CA 2011, is to require a statement to be included in the contract stating, as applicable, that the requirements in Part 7 of the CA 2011 (under section 117(1), 119(1) or 120(2)) have been complied with. That is, that the trustees have obtained and considered relevant advice, or the court or Charity Commission has authorised the transaction. This is in addition to the same statement which must be included in the conveyance effecting the disposition. The person responsible for providing these statements will be the same person responsible for executing the contract or conveyance.
	The second amendment concerns the protection of purchasers. As is currently the case with the statement in the conveyance, the statement in the contract is now conclusively presumed to be true in favour of the person enforcing the contract. Also as is currently the case with a conveyance, where the statement is required but has been omitted, then, in favour of a person who has entered into the contract in good faith, the contract is enforceable as if the trustees had complied with the requirements in Part 7 of the CA 2011. Accordingly, a charity cannot rely on its failure to comply with Part 7 of the CA 2011 in order to avoid completing a contract for the disposal of an interest in land (a problem that was highlighted in Bayoumi v Women’s Total Abstinence Educational Union Ltd). 12