Insolvency Coffee Break Briefing: Why use short business sale agreements?
In his latest Coffee Break Briefing, Insolvency expert Malcolm Niekirk looks at short business sale agreements.
So, what do we mean by a ‘professionally drafted’ clause?
Well, basically it passes this test if it works. Questions you could ask include:
- Does it use language that makes sense?
- Mistakes that we have seen include using the word ‘possession’ instead of ‘property’ (‘…the seller retains possession of the goods supplied until the buyer pays for them…’)
- Is the retention of title clause in clause 6 or 7 of the terms? If so, the lawyer who drafted them probably adopted them from one of the standard templates and they are likely to be workmanlike.
Here is an example of a simple ‘all monies’ retention of title clause that works:
- Property in the goods does not pass to the Buyer until the Buyer pays to the Seller all money that the Buyer may then owe to the Seller.
If in doubt, assume that the clause is professionally drafted. You may want to take advice on this.
