Lands Administration Office

Lands Department
Practice Note
Issue No. 9/2000
Offer and Acceptance of Terms for
Lease Modifications, Land Exchanges,
Private Treaty Grants and other Land Transactions
Since the issue of Practice Note APSS2/99, the existing procedures
regarding the binding contract created upon acceptance of terms for lease
modifications, land exchanges, private treaty grants and other land transactions have
been refined. t has been decided that the acceptance of the terms of offer should in
future be returned together !ith "i# a receipted demand note for the $%& deposit and
"ii# a letter signed by the mortgagee"s# of lot"s#, if any, confirming that he has no
ob'ection to the applicant accepting the offer of terms. A sample of the revised offer
letter to give effect to the ne! arrangement is attached at Appendix. (he ne! offer
letter !ill be used for offers made on or after 2 )anuary 2%%$.
(he procedures !ill continue to be *ept under revie!.
"+. ,. Pope#
,irector of -ands
$. ,ecember 2%%%
LD TI : D/BASOFF(III)Appendix
[ Binding Basic erms Offer Letter for !se "it# P$s% &xtensions%
'odifications (exc)uding B* &xtensions+% ,egrants of &xpired Leases%
&xc#anges% Lease &xtensions. o -e amended as appropriate .
B/ ,ecorded De)i0er/
Note : Letter must be addressed to the applicant - not his representative though it may be addressed to him
care of his representative.
Dear Sir(s)
Lot No. 1
Address 1
Proposed $rant/'odification/
&xc#ange/Lease &xtension/etc (as appropriate+
! refer to our previous correspondence on this matter and no" "rite to advise
that ! on behalf of the #overnment of the $ong %ong Special &dministrative 'egion
(hereinafter referred to as the #overnment) hereby offer to proceed "ith the proposed
()grant*modification*e+change*e+tension, of the above lot(s) (the proposed transaction)
sub-ect to the follo"ing basic terms: -
&rea of the lot(s) : )s.uare meters (about),
&rea to be surrendered : )s.uare metres (about),
&rea to be granted : )s.uare metres(about),
Lease /erm :
0remium : 1
("ith 234 deposit being payable upon
acceptance of these terms - see belo")
&dministrative 5ee (balance) :
'ent :
6ser :
7uilding 8ovenant :
Development 8onditions :
9
() , select as
appropriate
/he above is a brief summary of the attached set of draft documents for the proposed
transaction. 6pon acceptance of this offer in accordance "ith para. 9 belo" and sub-ect to
the compliance "ith the terms and conditions herein the documents "ill be sent to you
"ithin : calendar months of the 8ontract Date referred to in para. : belo" for e+ecution by
you in the manner and "ithin the time limit as stipulated in para. ();, belo".
9. !f all of the terms and conditions as stated in this letter are acceptable to you
you should signify your acceptance by signing*e+ecuting under seal in accordance "ith your
&rticles of &ssociation the doc<et on the acceptance letter as per the form mar<ed &
attached to this letter (the &cceptance Letter) and return it to me together "ith copy of the
receipted demand note for ()(i), 234 of the agreed premium being the deposit (the
Deposit)
=
)and (ii) the balance of the &dministrative 5ee,
==
)and a letter from your
mortgagee*chargee as per the form mar<ed 7 attached to this letter (the
>ortgagee*8hargee?s Letter) confirming that he has no ob-ection to the proposed
transaction on the terms offered, on or before )insert the date - 2 month hence,. 5ailure to
comply "ith the foregoing by the date specified in this paragraph "ill be deemed "ithdra"al
by you from the proposed transaction in "hich event the initial &dministrative 5ee ()and the
Legal &dvisory and 8onveyancing @ffice?s fee (the L&8@ fee), paid "ill be forfeited.
:. /he date of receipt by me of the &cceptance Letter together "ith copy of the
receipted demand note for the Deposit
=
)and the balance of the &dministrative 5ee,
==
)and
the >ortgagee*8hargee?s Letter, shall be the date upon "hich a binding contract is entered
into bet"een the #overnment and yourself*selves (the 8ontract Date).
A. 6pon payment of the Deposit you or your solicitors should send the
follo"ing documents to the Legal &dvisory and 8onveyancing @ffice (L&8@) of this
Department at )insert the address of the relevant L&8@ district office "ith telephone
numbers, as soon as possible but in any event "ithin 9 calendar months of the 8ontract
Date :-
:
() , ad-usted as
appropriate
() , Delete as
appropriate
() , Delete as
appropriate
5or e+change
cases only
(i) if the lot(s) to be surrendered is*are sub-ect to subsisting
>ortgage(s)*Legal 8harge(s) the >ortgage(s)*Legal 8harge(s) "ill need
to be discharged prior to the e+ecution of the documents. & draft
'elease should be submitted for L&8@?s approval if this has not already
been doneB and
(ii) your >emorandum and &rticles of &ssociation and a copy of the latest
&nnual 'eturn and 5orm C of the company.
5ailure to do this "ill constitute a breach of contract and "ithout pre-udice to any other rights
and remedies available to the #overnment the initial &dministrative 5ee ()the balance of
the &dministrative 5ee, and the L&8@ 5ee (collectively referred to as the 5ees) and the
Deposit paid "ill be forfeited.
DE. &ccording to the Land 'egistry* Fe" /erritories Land 'egistry
records the lots to be surrendered are vested in different o"ners. Gou "ill need to instruct
your solicitors to unify title to the lots to be surrendered prior to e+ecution of the documents
if you have not already done so. Gou must complete unification of title to the lots and arrange
for ad-udication stamping and registration at the Land 'egistry* Fe" /erritories Land
'egistry of the Deed(s) of H+change or &ssignment(s) used for achieving unification of title
to the lots "ithin 9 calendar months of the 8ontract Date. 5ailure to do so "ill constitute a
breach of contract and "ithout pre-udice to any other rights and remedies available to the
#overnment the 5ees and the Deposit paid "ill be forfeited.
DI. !t is noted that title to the lot(s) to be surrendered is*are not completely in
order. Gou should contact the Senior Solicitor*L&8@ )District, regarding this. Gou "ill need
to rectify any title defect or prove to his*her satisfaction good title to the lot(s) to be
surrendered "ithin 9 calendar months of the 8ontract Date. 5ailure to do so "ill constitute a
breach of contract and "ithout pre-udice to any other rights and remedies available to the
#overnment the 5ees and the Deposit paid "ill be forfeited.
A
)5or use "here
lot(s) is*are sub-ect
to >ortgage(s)*
8harge(s),
)5or use "here the
Surrenderer is a
company,
() , delete as
appropriate
JK. &ccording to the Land 'egistry* Fe" /erritories Land
'egistry records the lot(s) L)to be surrendered, is*are not registered in your name and you
are only the prospective purchaser under )nature of document e.g. &S0, registered by
>emorial Fo. MMMMMMMMMMMMMM. Gou "ill need to instruct your solicitors to ma<e
arrangements for the current o"ner to assign the lot(s) to you if you have not already done so.
Gou must complete the said assignment and arrange for ad-udication stamping and
registration of the said assignment at the Land 'egistry* Fe" /erritories Land
'egistry "ithin 9 calendar months of the 8ontract Date. 5ailure to do so "ill constitute a
breach of contract and "ithout pre-udice to any other rights and remedies available to the
#overnment Nthe 5eesO* Nthe initial &dministrative 5ee*()and the balance of the
&dministrative 5ee(* and the L&8@ 5ee,(()collectively, referred to as Pthe 5ee()s,P)O
and the Deposit paid "ill be forfeited.
;. Qhen the documents are sent to you for e+ecution "ithin : calendar months of
the 8ontract Date they "ill be accompanied by a demand note for the balance of the
premium and another demand note for fees payable to the Land 'egistry* Fe"
/erritories Land 'egistry for the registration of the document(s) for the proposed transaction.
Gou must return the documents duly e+ecuted by you
===
)and your mortgagee*chargee, to me
together "ith the receipted demand notes for the balance of the premium and for the
registration fees "ithin )92*9;, days of my letter to you enclosing the documents or "ithin :
calendar months of the 8ontract Date "hichever is the earlier. 5ailure to do so "ill
constitute a breach of contract and "ithout pre-udice to any other rights and remedies
available to the #overnment Nthe 5eesO* Nthe initial &dministrative 5ee*()and the balance of
the &dministrative 5ee(* and the L&8@ 5ee,(()collectively, referred to as Pthe
5ee()s,P)O and the Deposit paid "ill be forfeited.
R. !f you do not find the 0remium acceptable you may appeal but such appeal
"ill only be considered by the #overnment on the condition that you agree to all the basic
terms (other than the 0remium) as stated in para 2 above by signing*e+ecuting under seal the
doc<et on the letter as per the form mar<ed 8 attached to this letter (the &ppeal Letter)
and return it
=
)together "ith a copy of the receipted demand note for the balance of the
&dministrative 5ee, to me on or before the same date as the date specified in para. 9 above
for the return of the &cceptance Letter. ! must stress that the 0remium "ill be re-assessed as
at the date the appeal is considered and it is al"ays possible that the 0remium may be
increased upon appeal. Qhen the 0remium has been re-assessed a ne" offer "ill be made by
the #overnment to you.
E
L) , Delete for
non-e+change
cases
() , delete as
appropriate
() , delete as
appropriate
23. !f the revised 0remium offered by the #overnment is the same amount as the
one you have submitted in accordance "ith the &ppeal Letter and you do not accept such
revised 0remium you "ill be deemed to have "ithdra"n from the proposed transaction in
"hich event the 5ee()s, paid "ill be forfeited.
22. !f the revised 0remium offered by the #overnment is not the same amount as
the one you have submitted in accordance "ith the &ppeal Letter and you do not accept such
revised 0remium you may again appeal against such revised 0remium. !n the event of your
submitting further appeal on the 0remium the terms and conditions in paragraph R and 23
"ill apply mutatis mutandis.
29. &ny re.uest for amendment to any of the basic terms as .uoted above (other
than the 0remium) after the &ppeal Letter has been received by me or any refusal to accept
the basic terms so accepted "hen the ne" offer of the revised 0remium is made by me "ill be
deemed to be "ithdra"al by you from the proposed transaction in "hich event the 5ee()s,
paid "ill be forfeited. /he re.uest made by you "ill be deemed to be a ne" application and
the payment of fresh &dministrative 5ee ()and L&8@ 5ee, "ill be re.uired before the
#overnment "ould agree to process the ne" application.
2:. Fot"ithstanding the e+ecution by you of the &ppeal Letter the #overnment is
at liberty to vary any or all of the basic terms and to include ne" basic terms in a ne" offer to
be made by the #overnment to you after the 0remium has been re-assessed. !f you do not
accept the offer as stipulated therein you "ill be deemed to have elected not to proceed "ith
the proposed transaction in "hich event the 5ee()s, paid "ill be refunded "ithout interest to
you.
2A. /ime shall be of the essence of this &greement.
Gours faithfully
( )
District Lands @fficer
c.c. L&8@ (District) )
I
() , Delete as
appropriate
&D*'egional )
&D*S )
8HS*S (&ttn: 0Hst@*&S) )
Hncls.
5or use in 0/#s 'egrants of H+pired Leases and H+tensions.
5or use in H+change and Lease H+tension cases.
=
/o be included "hen payment of balance of &dministrative 5ee is re.uired.
==
/o be used "hen the lot(s) is*are sub-ect to mortgage(s) or charge(s).
===
/o be used for non-e+change cases "hen the lot(s) is*are sub-ect to mortgage(s) or charge(s).
D /o be included in e+change cases "here unity of title is re.uired or "here L&8@ has identified an
apparently rectifiable title defect.
J /o be included "here the applicant is the prospective purchaser of the lot.
Qhere premium 1233>.
Delete if definition has been given in previous paragraph and delete () , as appropriate
/ime for payment should follo" those specified in '&> &pp. S!!! para. 9.2.
K
"*o attachments
&
2#e Acceptance Letter3
/o : District Lands @fficer MMMMMMMMMMMMM
Lot No. 1
Address 1
Proposed $rant/'odification/
&xc#ange/Lease &xtension/etc. (as appropriate+
!*Qe accept the offer and agree to all of the terms as stated in your offer letter dated
MMMMMMMMMMMMMMMMMM. !*Qe further accept and ac<no"ledge that the foregoing acceptance
shall constitute a binding contract bet"een the #overnment and myself*ourselves "ith effect
from the date of receipt of this acceptance by you.
Qe enclose the receipted demand note(s) for ()each of (i), the Deposit ()and (ii)
the balance of the &dministrative 5ee, ()and the copy of the letter from my*our
mortgagee confirming that he has no ob-ection to the )TT, on the terms offered,.
Dated the MMMMMMMM day of MMMMMMMMMMMMMMMMMMMMMMM.
Qitness:
(Signed by : ) (Signed by : )
$older of $%!D 8ard Fo. $older of $%!D 8ard Fo.
as ( *
Seal of and
authoriUed signature(s) :

;
() , delete as
appropriate
Fame of 0rospective 0urchaser(s)*
'egistered @"ner(s) : MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
8orrespondence &ddress*
&ddress of 'egistered @ffice : MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
8ontact /elephone Fo. : MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
5acsimile Fo. : MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
Hncl.
( !nsert capacity in "hich the letter is being signed. H+amples of capacity include 0rospective
0urchasers or registered o"ners.
R
7
)on the letterhead,
/o : District Lands @fficer MMMMMMMMMMMMMMM
Date:
Dear Sir
,e 1 Lot No. 1
Address 1
Proposed 'odification 1
Qe as the >ortgagee*chargee of the above property hereby ac<no"ledge that
by your letter of MMMMMMMMMMMMMMMMMM you have made an offer to MMMMMMMMMMMMM (the
@"ner) in respect of the proposed transaction. Qe confirm that "e have no ob-ection to the
@"ner accepting your offer upon the terms and conditions as set out in your said letter to
them.
Gours faithfully
MMMMMMMMMMMMMMMMMM
5or and on behalf of
23
8
Letter to Appea) Against Premium
2t#e Appea) Letter3
/o : District Lands @fficer MMMMMMMMMMMMMMMM Date : MMMMMMMMMMM
Lot No. 1
Address 1
Proposed 'odification/
&xc#ange/Lease &xtension/etc (as appropriate+
Qith reference to your letter dated MMMMMMMMMMMMM !*Qe hereby lodge an
appeal against the 0remium amount .uoted in your said letter. !*Qe shall submit to you a
revised amount of 0remium together "ith relevant supporting documents to -ustify such
revised amount "ithin : calendar months from the date of this letter. !*Qe agree that if you
do not receive from me*us in "riting the revised amount of 0remium together "ith the
relevant supporting documents "ithin : calendar months from the date of this letter for your
consideration !*Qe "ill be deemed to have "ithdra"n from the proposed transaction in
"hich event the !nitial &dministrative 5ee)* the balance of the &dministrative 5ee* and
the L&8@ 5ee, "ill be forfeited.
!n accordance "ith para. )R*other appropriate no., of your said letter !*Qe
agree to all the basic terms (other than the 0remium) as stated in para )2*other appropriate
no., in your said letter().* /he receipted demand note for the balance of the &dministrative
5ee is enclosed.,
Gours faithfully
MMMMMMMMMMMMMMMMMMMMMMMMMMMMM
5or and on behalf of
Fame of 0rospective 0urchaser(s)*
'egistered @"ner(s) : MMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
8orrespondence &ddress*
&ddress of 'egistered @ffice : MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
MMMMMMMMMMMMMMMMMMMMMMMMMM
8ontact /elephone Fo. MMMMMMMMMMMMM 5acsimile Fo. MMMMMMMMMMMMMMMMMM
()Hncl,
BBO4402
22
()*, Delete as
appropriate
()*, Delete as
appropriate
() , Delete as
appropriate