Commercial Law - Implied Contract clause - Letter of Engagement

The case of Weetwood Services Ltd v Ansvar Holdings Ltd [2007], dealt with the impact of the duration of the contract. The defendant occupied a site on which it planned to develop the exhibition space. She received a deduction notice by the local authority on the creation of an unauthorized culvert for a stream on the website. The existence of the affected culvert construction permit for the proposed car dealership.

It was the intention of the authority to remove the channel andreplaced by an open channel flow. The defendant engaged the services of the plaintiff to offer engineering company, a report on the canal. The plaintiff was asked:

- Whether the culvert was to handle the volume of water can pass probably ever (called) "1 in 100-year test," and

- Whether the former could get used 10m wide along the north-landing again within a channel.

By the terms of the engagement letter, the applicantrequired:

- Conducting a topographical survey;

- Provide assessment of the catchment hydrology of culverts inflow hydrographs for the return periods of 5, 25, 50 and 100 years;

- To create a HEC-RAS model of the watercourse, with the channel in place and with the spare channel, and

- To run the two models for various periods and return "report on the results.

In December 2001, unless the applicant shall submit a report to the conclusion that the culvert was inadequate.The defendant argued that the report does not match the letter of commitment is consistent that inadequate calculations was provided for the two models, only the results.

The applicant then some other information, although not to the satisfaction of the defendant, who refused to pay the fee of around 5,000 pounds. The claimant then issued proceedings.

The judge ruled that the limitation was the obligation of the plaintiff under the letter of commitment to the offerResults of mathematical modeling, without more. The defendant then presented.

The question was whether the text of the engagement letter, or an implied term, the defendant (the alternative to be made), who allege breach of contract could not provide the basis of the results of modeling, it had taken over.

The complaint should be dismissed.

It has been decided on appeal, that the true construction of the engagement letter, the applicant had notconducted in order to have the calculations involved in his report, report only the results. The proposed definition does not imply, therefore, was necessary for business efficacy. It was therefore decided that the purpose was the commitment of the applicant to show the potential for flooding, the information that the engineers had planned done to be determined.

© RT Coopers, 2007. This briefing note provides no comprehensive or complete statement of the law on the issues being debated notConstitute legal advice. It will deal only with general issues. Specialist legal advice should always be sought in relation to the particular situation.

Lease - Option vs Contract for Deed

Many investors are generally familiar with the concepts lease option and contract for deed (aka "installment land contract"). Many investors confuse the two, and this article will help you, the fiscal, legal and practical issues between the two.

Lease Options First we start with the lease option, which really two things, a lease and an option to buy. A lease is a contract for the use and ownership of land, creating a landlord / tenant (or"Landlord / tenant) relationship.

A call option is a unilateral agreement wherein the optionor ( "Seller") agrees to give the optionee ( "buyer") the exclusive right to purchase the leased premises. The option price is usually at a fixed price at the beginning of the tenancy, although not to be so. Equal at any time during the option period (mainly on the duration of the lease), the tenant can exercise its option to buy.

One option is not thesame as a regular contract which turns into a bilateral agreement. A bilateral contract legally binding on both parties to the agreement, whereas an option only binds the seller. An optionee is not obligated to buy, it is doing its option to have (or not so).

A lease with option arrangement is not a sale, but a tenant-landlord relationship. In rare cases, the court may re-characterize the transaction as a sale, if it looks like a sale. In addition, the IRS does not classify a lease optionexercised as a sale until the option is (see, Tax Court Memorandum 1999-11).

Contract for Deed A contract for deed (aka "installment land contract") is an agreement whereby the buyer makes payments on an arrangement similar to an automobile financing. The seller holds legal title to the property as security for the payment, the buyer has "equitable" title. If the buyer pays the full amount under the contract, the seller delivers legal titleto the buyer.

Equitable title gives the buyer the right to live in the property, improve, rent, or otherwise enjoy all the benefits of ownership. However, because the buyer has no legal right, he can not (as collateral for a home-equity loans even though in some countries banks) lend against an equitable interest in a contract for deed.

The IRS generally treats a contract for deed as a sale, which means the buyer has the tax advantages of ownership. Thus, thePayments of interest, the buyer shall be made in property, are known as "mortgage interest" deductible, even though the buyer has no legal claim to the property. A contract for deed seller must report the transaction as an installment sale on Form IRS Form 6252nd Once sold, the seller can not claim depreciation or other tax benefits of the property. If the buyer to recover the contract and the seller of his legal option to the property of exercises deals with the tax lawTransaction as a foreclosure.

The legal procedure for the withdrawal of the property is not entirely clear in every state. Some state laws (eg, IL, TX & PA) clearly spell out the process that bit more involved than an eviction, but combined significantly less effort than a full-blown foreclosure. In most states, the process is not clearly defined, so that courts deal with a buyer's default on a case-by-case basis.

Which is better? In summary, the Lease Optiona landlord-tenant relationship, to complete the purchase, contract for deed is a sale at the beginning of the agreement. In rare cases the court can characterize re-lease option transaction, a contract for deed, but that is limited to cases where the transaction (as in the case of a sale as long-term lease option with a declining balance purchase price looks).

Which formula is better? It depends on the situation and your goals. A lease optionTransaction is not a sale, so that exercise, you benefit from market appreciation if the tenant refuses, the purchase option.

A contract for the sale deed allows you to more of a deposit is received by the buyer, since they feel "themselves" more like a sale. In more expensive quarters of revenue may not command enough rent to cover your underlying mortgage payments.

A contract for the sale deed allows you to interest payments, which generally earn more than you could gather,in rent. On the other hand, is a property sold for tax purposes, already sold, so you can not use a 1031 tax-exchange on a property by contract for deed if the buyer pays the balance of debt sold. The entire balance paid on the contract will be due as a capital gain, which can be a huge tax liability if you have a low basis in the property market. In addition, a defaulting buyer on a contract for deed is generally harder to obtain, from the assets, especially in a courtProcedures.

Overview of the pros and cons of each

In conclusion, the advantages of leasing are options ...

Regulatory control of the property's ability to claim depreciation ability to defer gains by 1031x The downside of lease options are ... Less money down "Less" in payment more responsibility landlording the top of the CFD is ... More money into higher monthly income No landlording headache The downside of the CFD is ... Potential tax hit transfer tax payableTime of sale, you must decide on a contract basis for a lot of the transaction involved is best for you in terms of labor, tax issues and flow mainly cash. And be flexible and know how to do both kinds of transactions, may be on a contract for the deed, then buy-sell on lease with option. You can buy on lease / option, sell, lease option /. You can buy on a contract basis for the deed, then rent the property out. There are several strategies you can use, and the more you learn, the more! deserve