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Best Conveyancing Notes

The document outlines a contract for the sale of property between John Banda (Vendor) and Roan Investments Limited (Purchaser) for K300,000, detailing the terms, conditions, and descriptions of the properties involved. It includes special conditions regarding legal representation, state consent to assign, property transfer tax, and the conveyancing process. Additionally, it specifies the requirements for state consent and exemptions for property transfer tax, along with the structure of an assignment document transferring ownership from the vendor to the purchaser.

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0% found this document useful (0 votes)

71 views91 pages

Best Conveyancing Notes

Uploaded by

William Ngulube

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Download as PDF, TXT or read online on Scribd

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LAW ASSOCIATION OF ZAMBIA

Contract and Conditions of Sale

AN AGREEMENT made the 10th day of June Two Thousand and Fifteen
BETWEEN JOHN BANDA of Lusaka in the Republic of Zambia (hereinafter
called the "Vendor") of the one part and ROAN INVESTMENTS LIMITED a
Company incorporated in Zambia and having its registered office at Lusaka
(hereinafter called the “Purchaser") of the other part WHEREBY IT IS AGREED
that the Vendor will sell and the Purchaser will purchase the property referred
to in the accompanying particulars at the price of Kwacha Three Hundred
Thousand Only (K300,000=00) upon the accompanying terms and conditions
and the Vendor and the purchaser do on their respective parts agree to
complete the said purchase on the said terms and conditions.

AS WITNESS the hands of the parties hereto or their duly authorised agents the
day and year first before written.

SIGNED by: )
In the presence of: )

WITNESS
Name:
Address:
Occupation:

SIGNED by: )
For and on behalf of: )
In the presence of: )

WITNESS
Name:
Address:
Occupation:

1
PARTICULARS (99 Years)
(Description of the Property)

ALL THAT piece of land in extent 588 Square Meters more or less being Stand
No.13270 situate at Lusaka in the Lusaka Province of Zambia
which piece of Land is more particularly delineated and described on Diagram
No. 573 of 1986 annexed to the Certificate of Title relating to this piece of Land
EXCEPT and RESERVED all minerals oils and precious stones whatsoever upon
or under the said land TOGETHER WITH the unexhausted improvements
thereon held by the vendor for the unexpired residue of the term of 99 years
from the First day of July 1988 created by a Lease (hereinafter called the
Lease) dated 23 November 1989 and made between the President of the one
part and Roan Investments Limited of the other part SUBJECT TO the
exceptions reservations restrictions restrictive covenants and conditions
mentioned contained in a Lease (a copy of which is hereto annexed) made
between The President of the one part and Roan Investments Limited of the
other part.

2
PARTICULARS (100 Years)
(Description of the Property)

ALL THAT piece of land in extent 0.1461 Hectares more or less being
Subdivision B of Subdivision No.34 of Farm No.284a
situate at Lusaka in the Lusaka Province of Zambia
which piece of Land is more particularly delineated and described on Diagram
No.1128 of 1954 EXCEPT and RESERVED all minerals oils and precious
stones whatsoever upon or under the said land TOGETHER WITH the
unexhausted improvements thereon held by the vendor for the unexpired
residue of a term of 100 years from the 1st July 1975 created by the Land
(Conversion of Titles) Act 1975 SUBJECT TO the covenants and conditions
contained in part I of the First Schedule to the Land (Conversion of Titles)
Regulations, 1975 AND SUBJECT also to the exceptions reservations (other
than the perpetual yearly rent charge or any part thereof)restrictions restrictive
covenants and conditions contained in an Indenture of Grant of Final Title made
between the British South Africa Company of the one part and Henry William
Percy Morton and Florindo Bosazza of the other part.

3
SPECIAL CONDITIONS

1. The property is sold subject to the Law Association of Zambia

General Conditions of Sale 1997 so far as the same are not inconsistent
with or varied by these Special Conditions.

2. (a) The Vendors Advocates are: ABC Chambers (Describe in full)

(b) The Purchasers Advocates are: XYZ Advocates (Describe in full)

NOTE: When advocate acting for both (i) both parties must consent (ii)
there must be no conflict of interest.

3. The period/date fixed for the vendor of obtaining the state consent
and any other necessary licence to assign shall be.............weeks from
the date of the Contract.

4. The date fixed for completion shall be on or before 20th June 2015.

5. The Vendor is selling as Beneficial Owner or Personal

Representative or Mortgagee etc.

6. The title shall commence with Certificate of Title issued in respect

of this piece of land/property (Provisional certificate of title also).

7. The property is sold subject to the terms and conditions contained

in the lease (extract from memorials).

LAND AND FURNITURE/EQUIPMENT/MACHINERY/LIVESTOCK

- Agreement part is just the same as any other contract of sale

- Second part to read:

Land and Furniture

FIRSTLY ALL THAT piece of land…………………………………………….

4
AND SECONDLYALL THAT the property (hereinafter called the
furniture) described in the schedule hereto
THE SCHEDULE HEREINBEFORE referred to
1. Bedroom
a. Bed
b. TV
c. Wardrobe
2. Kitchen
a. Stove
b. Fridge
c. Micro-wave
3. Living Room
a. Sofas
b. Carpet
c. Cabinet Display

Land and Equipment/Machinery

FIRSTLY ALL THAT piece of land…………………………………………….

AND SECONDLYALL THAT the property (hereinafter called the

machinery) described in the schedule hereto.

THE SCHEDULE HEREINBEFORE referred to:

1. Tractor
2. Plough
Land and Livestock
FIRSTLY ALL THAT piece of land…………………………………………….

AND SECONDLYALL THAT the property (hereinafter called the livestock)

described in the schedule hereto.

THE SCHEDULE HEREINBEFORE referred to:

1. Cows

5
2. Camels
3. Camels
4. Horses

NOTE - On special conditions add three automatic conditions as follows:

1. The vendor gives no guarantee/warranty express or implied as to
the state of the furniture/equipment/machinery/livestock or its
fitness for any particular purpose OR the vendor guarantees that
the…………………is fit for the purpose it is to being sold.
2. The land shall be sold for K300,000.00 while the
furniture/equipment/machinery/livestock shall be sold for
K50,000.00.
3. When vacant possession of the property hereby contracted to be
sold is given to the purchaser risk shall pass to the purchaser.
Title shall only pass upon completion.

6
DATED 2015

AND

Law Association of Zambia

Contract and Conditions of

Sale relating to:

VENDOR'S ADVOCATES:

PURCHASER'S ADVOCATES:

7
CONVEYANCING PROCESS
There are nine steps involved in a transaction where a person is selling
land/property to another person as follows:
1. Vendor and purchaser will agree to engage in a transaction for sale
of land. The vendor will give the purchaser the photocopy of the
Title Deeds.
2. Using the details on the Title Deeds, the purchaser‟s Advocates will
conduct a search at the Lands and Deeds registry. The purpose of
this is in twofold:
a. Search will reveal whether vendor is the owner of the property
or not;
b. Search will reveal whether there are any outstanding
encumbrances such as mortgage or outstanding due ground
rent on property.
3. Vendors Advocates will draft the contract of sale which purchasers
Advocates approves subject to any changes (Note - Advocates for
the vendor use blue or black pen and Advocates for the purchasers
use red pen).
4. The vendors Advocates will then send final copies of contract of
sale to purchasers Advocates for signing. Purchasers Advocates
will then sign and send back contract to vendors Advocates. At this
point the purchaser pays a deposit to the vendor which is held in
Trust by the vendor‟s advocates. The contract is then sent back
together with deposits to the vendors Advocates who also signs and
dates the contracts.
5. After the contract is dated, the vendor applies for state consent to
assign. According to LAZ general conditions of sale the vendor
must apply for state consent to assign immediately after the
contract is dated. After obtaining state consent to assign , the

8
vendor goes to pay Property Transfer Tax (PTT) to Zambia Revenue
Authority(ZRA) which is currently at 5% the value of the property.
6. At the time the vendor is obtaining state consent and Property
Transfer Tax or soon thereafter, the purchasers Advocates draft the
assignment which transfers legal title in the property from the
vendor to the purchaser. The assignment is then approved by the
vendor subject to any changes the vendor may make. The
purchaser will then sign the assignment and send the signed
copies to the vendor.
7. Once the vendors Advocates obtain Property Transfer Tax
clearance certificate from ZRA state consent to assign from the
Commissioner of Lands and signed assignments from the
purchaser they inform the purchasers Advocates that they are
ready to complete.
8. Completion usually takes place at the vendors Advocates. On
completion the vendors Advocates handover to purchasers
Advocates the following documents:
a. Original Certificate of Title;
b. Duly executed assignment;
c. State consent to assign;
d. Property Transfer Tax clearance certificate and property transfer
receipt.
e. In return the purchaser‟s Advocates pays the balance of the
purchase price of the property.
9. After getting the documents listed in 8 above (after completion
date), purchaser‟s advocates lodge the documents in 8 above at the
Lands and Deeds Registry so that ownership of property can be
transferred from the vendor to the purchaser. This is done using
what is known as the Lodgment Schedule.

9
STATE CONSENT TO ASSIGN
The vendor applies for state consent to assign immediately after the
contract is dated. Section 5 of the Lands and Deeds Act provides that a
person shall not sale, transfer or assign any land without the consent of
the President.

Section 5(2) provides that if state consent to assign is not granted within
45 days of filing the application it means that consent has been granted.

Section 5(3) provides that the President to give reasons within 30 days, if
not granted.

The requirement for state consent to assign is important for two (02)
reasons:
a. The President through the Commissioner of lands has to satisfy
himself that ground rent has been paid; and
b. That not everyone can own land in Zambia. Section 3(3) of the
Lands and Deeds Act provides for people who can own land in
Zambia as follows:
(i) All Zambians aged 18 years and above;
(ii) Foreigners with a resident permit;
(iii) Foreigners who are investors and have been issued with an
investment licence;
(iv) Companies provided not less than75% of the shareholders
or members are Zambians
(v) Commercial Banks registered under the companies Act and
the Banking and Financial Services Act;
(vi) Foreigners where the President has consented in writing;
(vii) Club or society which non-profit making i.e. schools,
churches etc. registered under the Land Perpetual
Succession Act.

10
(viii) Foreigners inheriting land under a Will or under the law
of intestacy.
The requirement for state consent to assign is intended to check that the
purchaser is a person who can own land.

The documents to forward when applying for state consent to assign to

the Commissioner of Lands are:
a. Application for state consent to assign;
b. Vendors identification documents i.e. NRC for individuals or
application for incorporation for a company;
c. Purchaser‟s document showing that he qualify to own land in
Zambia i.e. resident permit, investment licence, certificate of
incorporation plus list of shareholders and their NRC‟s; and
d. Contract of sale.
When application is granted you get the state consent to assign.

PROPERTY TRANSFER TAX (PTT)

After obtaining state consent to assign by the vendor, he goes to ZRA to
pay tax. PTT is provided for under Cap 340. PTT is payable by the
transferor whenever property is being transferred to another person or
transferee. Property is defined to mean:
a. Land including their improvements in them;
b. Shares issued by a company incorporated in Zambia; and
c. Mineral rights.

The rate of tax is 5% of the realizable value of the property. Realisable

value is defined as the purchase price of the property or the market price
of the property, whichever is higher. The documents that are forwarded
when applying for PTT are:
a. State Consent to Assign;
b. Valuation report where the value of the property exceeds K500,
000.00.

11
c. Contract of sale/Deed of transfer/Deed of gift/ etc.
d. Vendors identification documents;
e. Vendors TPIN;
f. PTT application form;
g. If vendor is a Personal Representative, letters of administration or
probate;
h. Legal Practitioners stamp/certification, where Legal Practitioner is
representing both parties.

Exemptions – PTT is not payable:

a. When a person is transferring land to member of an immediate
family. The term member of an immediate family is defined in the
Act to mean spouse or children whether biological or adopted. The
following are the documents you forward when applying for
exemptions:
(i) Application for exemption form;
(ii) Deed of Gift;
(iii) State Consent to Assign;
(iv) Donor and Donee‟s NRCs;
(v) Marriage certificate;
(vi) Birth certificate – if transferring to a child.

b. When a holding company is transferring property to its subsidiary.

The Act defines holding company as:
(i) The company which has the majority of the voting rights in
another company; or
(ii) The company that has got the power to appoint, control and
fire the Board of Directors in another company.
The documents to be forwarded are:
(a) Exemption Form;
(b) Certificate of Incorporation for both transferor and transferee;

12
(c) State Consent to Assign;
(d) Deed of transfer;
(e) Certificate of shareholding.

c. When a person is transferring land to a company as his

contribution to the equity of the company. The documents to be
forwarded are:
(i) Share certificate;
(ii) Deed of transfer;
(iii) State Consent to Assign; and
(iv) Exemption form.

Question
ABC limited has 45% Zambian shareholding and 55% non-Zambian
shareholding. ABC limited is transferring stand number 1234 to its
subsidiary XYZ Limited which has an investment licence.
(i) Are you going to obtain state consent to assign for this transfer?
(ii) List the documents that you are going to forward if your answer is
YES.
(iii)Are going to obtain an exemption?
(iv) If your answer is YES list the documents.

(See answer in note book)

13
ASSIGNMENTS
An assignment is a document which transfers title or ownership from the
vendor to the purchaser. It has the following parts (DPRT-CROP-HR-
PTSA):

D - DATE CLAUSE -
P - PARTIES CLAUSE -
R - RECITALS - WHEREAS …………………….
T - TESTATUM - NOW THIS DEED ……………

C - CONSIDERATION - In pursuance of the said agreement

and in consideration of the sum of
K…………..
R - RECEIPT - Receipt of which sum the Vendor
hereby acknowledges ……….
O - OPERATIVE WORDS - The Vendor as beneficial Owner
hereby assigns ………………….
P - PARCELS CLAUSE - ALL THAT …………………
H - HABENDUM - TO HOLD unto the Purchaser ………
R - RESTRICTIONS - SUBJECT TO ……………….

P - PURCHASERS
C - COVENANTS
(Indemnity Clause) - The Purchaser HEREBY covenants
with the Vendor ………………………
T - TESTIMONIUM - IN WITNESS …………………..
S – SCHEDULE CLAUSE -
A - ATTESTATION - SIGNED SEALED and DELIVERED or
THE COMMON SEAL of ……………….

14
DATE CLAUSE: either THIS ASSIGNMENT or THIS INDENTURE is made
the…………….day of……………….2015]

PARTIES CLAUSE: BETWEEN ABC of Lusaka (hereinafter called the

vendor) of the one part and XYZ Limited a company incorporated in
Zambia and having its registered office in Lusaka (hereinafter called the
purchaser) of the other part]

RECITALS CLAUSE: (NOTE that Recitals are a story about the property)
Presidential Lease for 99 years
1. WHEREAS by a lease (hereinafter called the lease) dated 30th day
of January Two Thousand and Fourteen and made between the
President of the Republic of Zambia of the one part and JOHN
BANDA of the other part ALL THAT the property described in the
schedule hereto1(hereinafter called the premises) was demised unto
the said JOHN BANDA for the term of 99 years from the first day of
June Two Thousand and Thirteen at the rent reserved and on the
terms and conditions contained in the lease.

2. AND WHEREAS the premises comprised in and demised by the

lease are now vested in the vendor.

3. AND WHEREAS the vendor has agreed with the purchaser for sale
to the purchaser of the said premises at the price of KWACHA TWO
HUNDRED THOUSAND (K200, 000.00).

4. AND WHEREAS the vendor has duly obtained the necessary state
consent to assign.

For 100 Years Lease Recitals

1. WHEREAS the vendor is the tenant or lessee of the hereditaments
more particularly described in the schedule hereto (hereinafter

1. Never reproduce a schedule here.

15
called the property/premises) for a 100 years from 1st day of July
One Thousand Nine Hundred and Seventy Five created by virtue of
the Land (Conversion of Title) Act 1975 SUBJECT to the covenants
and conditions contained in the Land (Conversion of Title)
Regulations 1975.

2. AND WHEREAS the vendor has agreed with the purchaser for sale
to the purchaser of the said premises at the price of KWACHA TWO
HUNDRED THOUSAND (K200,000.00)

3. AND WHEREAS the vendor has duly obtained the necessary state
consent to assign.

Personal Representative Recitals for either 99 or 100 years

1. WHEREAS LEVY PATRICK MWANAWASA (hereinafter called the
testator/deceased) was the tenant or lessee of the hereditaments
more particularly described in the schedule hereto (hereinafter
called the premises) for the term of 99 years from 1st June Two
Thousand and Three created by a lease (hereinafter called the
lease) dated 14th January Two Thousand and Four and made
between the President of the Republic of Zambia of the one part
and LEVY PATRICK MWANAWASA of the other part.

2. AND WHEREAS the testator died on the 26th May Two Thousand
and Eight having by his Will appointed the vendor to be the
Executor and Trustee thereof.

3. AND WHEREAS a grant of probate was given to the vendor out of

the Probate Registry of the High Court for Zambia on 2nd February
Two Thousand and Nine.

16
4. AND WHEREAS the vendor has agreed with the purchaser for sale
to the purchaser of the said premises at the price of KWACHA TWO
HUNDRED THOUSAND (K200, 000.00).

5. AND WHEREAS the vendor has duly obtained the necessary state
consent to assign.

Personal Representative Recitals for 100 years

1. WHEREAS LEVY PATRICK MWANAWASA (hereinafter called the
testator/deceased) was the tenant or lessee of the hereditaments
more particularly described in the schedule hereto (hereinafter
called the premises) for a 100 years from 1st day of July One
Thousand Nine Hundred and Seventy Five created by virtue of the
Land (Conversion of Title) Act 1975 SUBJECT to the covenants and
conditions contained in the Land (Conversion of Title) Regulations
1975.

2. AND WHEREAS the testator died on the 26th May Two Thousand
and Eight having by his Will appointed the vendor to be the
Executor and Trustee thereof.

3. AND WHEREAS a grant of probate was given to the vendor out of

the Probate Registry of the High Court for Zambia on 2nd February
Two Thousand and Nine.

4. AND WHEREAS the vendor has agreed with the purchaser for sale
to the purchaser of the said premises at the price of KWACHA TWO
HUNDRED THOUSAND (K200, 000.00).

5. AND WHEREAS the vendor has duly obtained the necessary state
consent to assign.

17
Recitals for 99 Years Former Lusaka City Council Lease (Section 6 of
the Lands Act)

Surrender of land held by a Council

6. (1) Subject to subsection (2), all land held by a Council on a lease
including that which has been subleased, for a period of ninety-nine
years or less shall, by virtue of this Act and without further assurance or
conveyance, be deemed to have been surrendered to the President and
the sub-lessee be deemed to hold that land, as if a direct lease had been
granted by the President.

(2) Subject to subsection (3) the sub lessee referred to in subsection (1)
shall be deemed to hold land on the conditions and covenants of the
lease granted to the Council, except that the lessee shall pay such
annual ground rent to the President as may be prescribed by statutory
instrument.

(3) Subsection (1) shall not apply to land held by the Councils for their
own use or held under the Housing (Statutory Improvement Areas) Act.
Cap. 194
(4) On the commencement of this Act, and on the payment of a
prescribed fee, the Registrar shall endorse on the relevant folio of the
register, the effect of this section.

Recitals
1. WHEREAS immediately prior to the commencement of the Lands
Act 1995 (hereinafter called the Act) ALL THAT property described
in the schedule hereto was demised unto JOHN BANDA for the
term of 99 years (less the last 3 days thereof) from 30th May One
Thousand Nine Hundred and Ninety SUBJECT to the terms and
conditions contained in a lease (hereinafter called the lease) dated
3rd February One Thousand Nine Hundred and Eighty Nine and

18
made between Lusaka City Council of the one part and JOHN
BANDA of the other part.

2. AND WHEREAS the premises comprised in the lease are now

vested in the vendor for the term of years created by the lease.

3. AND WHEREAS by virtue of section 6 of the Act the vendor is

deemed to hold the said property from the President for the term of
99 years.

4. AND WHEREAS the vendor has agreed with the purchaser for sale
to the purchaser of the said premises at the price of KWACHA TWO
HUNDRED THOUSAND (K200, 000.00).

5. AND WHEREAS the vendor has duly obtained the necessary state
consent to assign.

Recitals for Subdivision (Exam Material)

1. WHEREAS the vendor is the tenant or lessee of the hereditaments
more particularly described in the first schedule hereto (hereinafter
called the property) for the term of 100 years from 1st July One
Thousand Nine Hundred and Seventy Five created by virtue of the
Lands (Conversion of Title) 1975 Act SUBJECT TO the covenants
and conditions contained in part one of the first schedule of the
Lands (Conversion of Title) Regulations 1975.

2. AND WHEREAS the vendor has subdivided the said land unto
subdivision A of stand 12345 and the remaining extent of stand
12345.

3. AND WHEREAS the vendor has agreed with the purchaser for sale
to the purchaser of subdivision A of stand 12345 which is more
particularly described in the second schedule hereto at the price of
KWACHA TWO HUNDRED THOUSAND (K200, 000.00).

19
4. AND WHEREAS the vendor has duly obtained the necessary state
consent to assign.

TESTATUM CLAUSE: NOW THIS DEED WITNESSETH as follows:] Comment [A1]: testatum is that part of the deed
that introduces the operative part

CROPHR Where Vendor Selling As A Beneficial Owner

CONSIDERATION CLAUSE:
In pursuance of the said agreement and in consideration of the sum of
KWACHA FIVE HUNDRED THOUSAND (K500, 000.00) only paid to the
vendor by the purchaser]

RECEIPT CLAUSE: (the receipt whereof the vendor hereby

acknowledges)]

OPERATIVE CLAUSE: the vendor as Beneficial Owner HEREBY

ASSIGNS unto the purchaser]

PARCELS CLAUSE: ALL THAT piece of land described in the schedule

hereto]

HABENDUM CLAUSE: TO HOLD the same unto the purchaser for the
term of 99 years from 12th June 1997]

RESTRICTIVE CLAUSE: at the rent reserved and on the terms and

conditions contained in the lease]

CROPHR Where Vendor Is Selling As Personal Representative

CONSIDERATION CLAUSE:
In pursuance of the said agreement and in consideration of the sum of
KWACHA FIVE HUNDRED THOUSAND (K500, 000.00) only paid to the
vendor by the purchaser]

RECEIPT CLAUSE: (the receipt whereof the vendor hereby

acknowledges)]

20
OPERATIVE CLAUSE: the vendor as Personal Representative HEREBY
ASSIGNS unto the purchaser]

PARCELS CLAUSE: ALL THAT piece of land described in the schedule

hereto]

HABENDUM CLAUSE: TO HOLD the same unto the purchaser for the
term of 99 years from 12th June 1997]

RESTRICTIVE CLAUSE: at the rent reserved and on the terms and

conditions contained in the lease]

CROPHR Where Mortgagee Is Selling

CONSIDERATION CLAUSE:
In pursuance of the said agreement and in consideration of the sum of
KWACHA FIVE HUNDRED THOUSAND (K500, 000.00) only paid to the
vendor by the purchaser]

RECEIPT CLAUSE: (the receipt whereof the vendor hereby

acknowledges)]

OPERATIVE CLAUSE: the vendor as Mortgagee in exercise of the powers

contained in the Mortgage Deed and conferred on it by Statute and of all
other powers enabling it HEREBY ASSIGNS unto the purchaser]

PARCELS CLAUSE: ALL THAT piece of land described in the schedule

hereto]

HABENDUM CLAUSE: TO HOLD the same unto the purchaser for the
term of 99 years from 12th June 1997]

RESTRICTIVE CLAUSE: at the rent reserved and on the terms and

conditions contained in the lease]

CROPHR Where Company Is Selling Through the Liquidator

21
CONSIDERATION CLAUSE:
In pursuance of the said agreement and in consideration of the sum of
KWACHA FIVE HUNDRED THOUSAND (K500, 000.00) only paid to the
company by the purchaser]

RECEIPT CLAUSE: (the receipt whereof the company hereby

acknowledges)]

OPERATIVE CLAUSE: the company as beneficial owner acting through

the liquidator HEREBY ASSIGNS unto the purchaser]

PARCELS CLAUSE: ALL THAT piece of land described in the schedule

hereto]

HABENDUM CLAUSE: TO HOLD the same unto the purchaser for the
term of 99 years from 12th June 1997]

Habendum Clause Hints for Exam

- Read Section 51 of the Lands and Deeds Registry Act;
- Joint Tenancy: each one of them owns the same land 100%; right
of survivorship (jus accrescendi); property vests in survivor.
- Tenants-in-Common: parties have distinct shares in the property;
No right of survivorship.
- Section 51 of the Lands and Deeds Registry Act (Joint tenants
and tenants in common) states that:
51. (1) Any two or more persons named in any instrument under
Parts III to VII, or requiring to be registered under this Act as
transferees, mortgages, lessees or proprietors of any land or estate
or interest therein, shall, unless the contrary is expressed, be
deemed to be entitled as joint tenants with right of survivorship,
and such instrument, when registered, shall take effect
accordingly.

22
(2) Any statement or reference contained in any document or
instrument mentioned in subsection (1) which specifies the shares
in which the property is to be held shall be deemed to express that
a joint tenancy is not to be created.

(3) When two or more persons are entitled as tenants-in-common

or joint tenants to undivided shares in any land, only one
Provisional Certificate or Certificate of Title shall be issued in
respect of that land, and the Certificate shall be handed or
delivered to the person whose name first appears as a Registered
Proprietor on such Certificate and, on any transfer of any
undivided share or interest in such land, the Provisional Certificate
or Certificate of Title, as the case may be, shall be cancelled and a
new Certificate issued. (As amended by S.I. No. 65 of 1965)

Question: Draft the Habendum clause in an assignment where the

vendor X Limited is transferring property to the purchasers Mr A, Mr B
and Mr C in the following shares: 50% for Mr A, 25% for Mr B and 25%
for Mr C for the term of 100 years.

Answer: TO HOLD the same unto the purchasers as tenants-in-common

in the following shares 50% for Mr A, 25% for Mr B and 25% for Mr C for
the term of years from 26th May 2015….

RESTRICTIVE CLAUSE: at the rent reserved and on the terms and

conditions contained in the lease]

Note that in all the above variations of CROPHR involving Beneficial

Owner, Personal Representative, Mortgagee and Liquidator, only the
Operative Clause changes.

PTSA
P – PURCHASER’S COVENANT

23
The purchaser with the object and intentions of affording the vendor and
his successors a full sufficient indemnity in respect of the rent covenants
and conditions and reserved in the lease but not further or otherwise
covenants with the vendor as follows:
1. To pay the reserved rent henceforth to become payable in respect
of the premises.
2. To perform and observe all the covenants and conditions in the
lease or on the part of the lessee to be performed and observed.

Purpose – There is no privity of contract between the President and the

Purchaser as far as observing covenants and conditions contained in the
lease. The purchaser‟s covenants are therefore a clause under which the
purchaser promises to observe the covenant and conditions under the
lease and indemnify the vendor in an instance where the vendor is sued
for non-performance.

T – TESTIMONIUM Comment [A2]: concluding part of a deed

Where Vendor and Purchaser Are Individuals

IN WITNESS whereof the vendor and the purchaser have set their hands
and seals the day and year first before written.

Where Both Parties Are Companies

IN WITNESS whereof the vendor and the purchaser have caused their
common seal to be here unto affixed the day and year first before written.

Where Vendor Is an Individual and Purchaser Is a Company

IN WITNESS whereof the vendor has set his hand and seal and the
purchaser has caused its common seal to be here unto affixed the day
and year first before written.

24
Where Vendor Is a Company and Purchaser Is an Individual
IN WITNESS whereof the vendor has caused its common seal to be here
unto affixed and the purchaser has set his hand and seal the day and
year first before written.

Question
Draft Testimonium clause where the vendor Mr X and X Limited are
selling property to Mr Y and Y Limited.

Answer
IN WITNESS whereof the vendor Mr X and the purchaser Mr Y have set
their hands and seals and the vendor X Limited and the purchaser Y
Limited have caused their common seal to be here unto affixed the day
and year first before written.

Where Registrar Is Executing an Assignment

IN WITNESS whereof the Registrar of the High Court acting under a
Court Order dated 26th May 2015 has set his hand and seal and the
purchaser has caused its common seal to be here unto affixed the day
and year first before written.

Where Power Of Attorney Is Given

IN WITNESS whereof JOHN BANDA acting on behalf of the vendor under
a Power of Attorney dated 26th May 2015 has set his hand and seal and
the purchaser has caused its common seal to be here unto affixed the
day and year first before written.

S - SCHEDULE – Refer to the schedule notes above.

A - ATTESTATION
Where either Vendor or Purchaser Is an Individual
SIGNED SEALED and DELIVERED by: )
In the presence of: )

25
WITNESS
Name:
Address:
Occupation:

Where either Vendor or Purchaser Is a Company

The COMMON SEAL of the said…………Limited: )
Was here unto affixed: )
In the presence of: )

DIRECTOR:
SECRETARY:

26
LODGEMENT SCHEDULES
Q1.you act for the purchaser FELIX KAOMA who is purchasing stand
number 12345 from the vendor KELVIN MKANDAWIRE at the price of
K200, 000.00. You have all the documents required to register the
property into your client‟s name. Draft the Lodgement Schedule showing
disbursements that you will forward to the Lands and Deeds Registry to
register the property in your client‟s name.

LODGEMENT SCHEDULE
Relating to Stand Number 12345 Lusaka
1. Original Certificate of Title
2. Assignment and copy
3. State Consent to Assign
4. DR 53
5. Property Transfer Tax Certificate and Receipt

Disbursements
1. Assignment/Registration @ 1% - K2,000.00
2. Certificate of Title – K100.00
Total Registration Fees = K2, 100.00

Drawn By: ____________

XYZ Advocates
Plot 31931
Lusaka
(Note: Assignment is 1% of the purchase price up to K15, 000.00)

Q2. MWASE KUMWENDA is purchasing stand number 9876 Lusaka

from the vendor NGOZA PHIRI. The vendor had obtained a loan of K100,
000.00 from Barclays Bank and had given stand number 9876 as
security. The bank had also placed a caveat on the property. You act for
the purchaser and you have all the documents required to register the

27
property in your client‟s name including Discharge of Mortgage. Draft the
Lodgement Schedule you will forward to the Lands and Deeds Registry to
register the property in your clients name. Property is sold to your client
at K310, 000.00.
LODGEMENT SCHEDULE
Relating to Stand Number 9876 Lusaka
1. Original Certificate of Title
2. Assignment and copy
3. State Consent to Assign
4. DR 53
5. Property Transfer Tax Certificate and Receipt
6. Discharge of Mortgage
7. Mortgage Deed
8. Withdrawal of Caveat

Disbursements
1. Registration @ 1% - K3,100.00
2. Certificate of Title – K100.00
3. Discharge of Mortgage – K50.00
4. Withdrawal of Caveat/Court Order – K50.00
Total Registration Fees = K3, 300.00

Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka

Q3. Your client JOHN BANDA is purchasing stand number 13579 in

Kabulonga and stand 2468 in Roma Lusaka. In order to finance the
purchase your client has obtained a loan of K500, 000.00 from Barclays
Bank and has given stand 13579 as security. Stand 13579 is being sold
for K200, 000.00 whilst stand 2468 is being sold for K300, 000.00. You

28
also act for Barclays Bank. Draft the Lodgement Schedule you will
forward to the Lands and Deeds Registry to register the properties in
your clients name.
LODGEMENT SCHEDULE
Relating to Stand Number 13579 and Stand Number 2468
1. Original Certificate of Title for stand number 13579
2. Original Certificate of Title for stand number 2468
3. Assignment and copy
4. State Consent to Assign
5. State Consent to Assign
6. DR 53
7. DR 53
8. Property Transfer Tax Certificate and Receipt
9. Property Transfer Tax Certificate and Receipt
10. Mortgage Deed

Disbursements
1. Registration Stand Number 13579 @ 1% - K2,000.00
2. Registration Stand Number 2468 @ 1% - K3,000.00
3. Certificate of Title – K100.00
4. Certificate of Title – K100.00
5. Mortgage Deed – K4,000.00
Total Registration Fees = K9, 200.00

Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka

(Note: Mortgage is @ 1% upto max value of K4, 000.00)

29
Q4. JERRY THOMAS is selling stand 12345 to GEORGE BANDA for
K600, 000.00. Stand 12345 is divided into Subdivision A of stand
12345, Subdivision B of stand 12345 and the remaining extent.
GEORGE BANDA wants to sell Subdivision A to MARY MONZE at the
price of K200, 000.00 and he wants to give Subdivision B to his son
JAMES BANDA. You have all the documents required to register the
property in the names of GEORGE BANDA, JAMES BANDA and MARY
MONZE all of which are your clients. Draft the Lodgement Schedule you
will forward to the Lands and Deeds Registry to register the properties in
your clients names.
LODGEMENT SCHEDULE
Relating to Stand Number 12345 Lusaka
1. Original Certificate of Title
2. Assignment and copy in respect of stand 12345
3. Assignment and copy in respect of stand Subdivision A
4. Deed of Gift in respect of stand Subdivision B
5. State Consent to Assign in respect of Subdivision A
6. State Consent to Assign in respect of Subdivision B
7. State Consent to Assign in respect of the remaining extent
8. DR 53
9. DR 53
10. DR 53
11. Property Transfer Tax Certificate and Receipt
12. Property Transfer Tax Certificate and Receipt
13. Property Transfer Exemption Certificate
14. Marking Off Fees
15. Marking Off Fees

Disbursements
Stand 12345 Lusaka
1. Registration Stand Number 12345 Lusaka @ 1% - K6,000.00

30
2. Certificate of Title – K100.00
Total Registration Fees = K6, 100.00

Subdivision A of Stand 12345

1. Registration @ 1% - K2,000.00
2. Certificate of Title – K100.00
3. Marking Off – K150.00
Total Registration Fees – K2, 250.00

Subdivision B of Stand 12345

1. Deed of Gift - K50.00
2. Certificate of Title – K100.00
3. Marking Off – K150.00
Total Registration Fees – K300.00

Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka

Q5. Stand 12345 was given to Mr A instead of being given to Mr B while

stand 4567 was given to Mr B instead of being given to Mr A.
(i) What documents will you draft to rectify the above situation? Deed
of Exchange
(ii) Draft the Lodgement Schedule you will forward to the Lands and
Deeds Registry

XYZ Advocates
Plot 31931
Lusaka

Q8. Mr A and Mr B own stand 12345 as Tenants-in-Common. Stand

12345 is subdivided into Subdivision A and the remaining extent. Mr A

33
and Mr B inform you that they want you to register Subdivision A in the
name of Mr A and the remaining extent in the name of Mr B.
(i) What documents will you forward to the Lands and Deeds Registry
to give effect to the above instruction? Deed of Partition
(ii) Draft the Lodgement Schedule to give effect to the above
instructions.

LODGEMENT SCHEDULE
Relating to Sub-Division A and the Remaining Extent of Stand
Number 12345 Lusaka
1. Original Certificate of Title
2. Deed of Partition and Copy
3. DR 53
4. Survey Diagrams
5. Marking Off Fees

Disbursements
1. Certificate of Title for Subdivision A – K100.00
2. Certificate of Title for the Remaining Extent – K100.00
3. Deed of Partition – K50.00
4. Marking Off Fees – K150.00

Total Registration Fees = K400.00

Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka

Q9. You act for your client KEN KABWE who is purchasing a proposed
subdivision of stand 12345 from vendor MARY TEMBO at the price of
K200, 000.00. The vendor informs you that she has a Certificate of Title

34
for the property. Draft the Lodgement Schedule you will forward to the
Lands and Deeds Registry to register the property in your client‟s name.

LODGEMENT SCHEDULE
Relating to Sub-Division of Stand Number 12345 Lusaka
1. Statutory Declaration
2. Advert from Government Gazette
3. Advert from the Newspaper with nationwide circulation
4. Assignment and copy
5. State Consent to Assign
6. DR 53
7. Property Transfer Tax Certificate and Receipt
8. Marking Off Fees
9. Survey Diagrams

Disbursements
1. Certificate of Title – K100.00
2. Certificate of Title – K100.00
3. Assignment/Registration@ 1% – K2,000.00
4. Marking Off Fees – K150.00

Total Registration Fees = K2,350.00

Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka

NOTE:
The documents that you will forward in the Lodgement Schedule to the
Lands and Deeds Registry when you register property in the name of a
member of the immediate family are as follows:
1. Certificate of Title

35
2. Deed of Gift and Copy
3. State Consent to Assign
4. DR 53
5. Property Transfer Tax Exemption Certificate

Disbursements
1. Certificate of Title in the name of the Donee – K100.00
2. Deed of Gift – K50.00
Total Fees = K150.00

36
COMPLETION STATEMENTS
Note that completion statement involves three things namely: Interest,
Rates and Rent.

Interest – LAZ General Conditions of Sale number 4 provides that the

interest rate is at 20% per annum which has to be paid by the purchaser
from the date the purchaser gets possession to the date before
completion. Interest is not payable when the purchaser has not got
possession and before completion. Interest is also calculated on unpaid
balance.

Q1. Calculate the interest payable in a completion statement where

possession was given to the purchaser on 12th June 2015 and
completion is to take place on 3rd September 2015. The property is being
sold for K200, 000.00.

COMPLETION STATEMENT
As at 3rd September 2015
Date K
12.06.2015 Purchase Price 200,000.00
Less Deposit 20,000.00
180,000.00

ADD 20% interest per

Annum for the period
From 12.06.2015 to
02.09.2015 – 83 days

20 x K180, 000.00 = K36, 000.00

100

K36, 000.00 ÷ 365 days of the year

37
= K98.630136
98.63 x 83days = K8, 186.29

Q2. Calculate the interest payable in a completion statement you are

drafting where possession was given to the purchaser on 03rd February
2015 and completion is to take place on 01st June 2015. The purchase
price is K110, 000.00.

COMPLETION STATEMENT
As at 01st June 2015
Date K
03.02.2015 Purchase Price 110,000.00
Less Deposit 11,000.00
99,000.00

ADD 20% interest per

Annum for the period
From 03.02.2015 to
31.05.2015 – 118 days

20 x K99, 000.00 = K19, 800.00

100

K19, 800.00 ÷ 365 days of the year

= K54.246557

54.25 x 118 days = K 6,401.50

Q3. Calculate the interest payable in a completion statement you are

drafting where possession was given to the purchaser on 16th September
2014 and completion is to take place on 02nd February 2015. The
purchase price is K215, 000.00.

K15, 000.00 ÷ 365 days of the year

= K41.09589

K41.10 x 31 days = K 1,274.10

TOTAL INTEREST = K13, 726.59

Q6. Calculate interest payable in a completion statement where

possession was given to the purchaser on 15th June 2015. The purchase
price is K180, 000.00 and is to be paid in three equal monthly
instalments commencing on 01st August 2015. Date fixed for completion
is 01st October 2015.

Annum for the period
From 01.09.2015 to
30.09.2015 – 30 days

20 x K54, 000.00 = K10, 800.00

100

K10, 800.00 ÷ 365 days of the year

= K29.589041

01.10.2015 Instalment Paid (K29.59 x 30 days) = K 887.70

43
TOTAL INTEREST = K6, 894.47

44
RATES CALCULATIONS
Rates are paid to the Lusaka City Council or any other Council and there
are only two dates when the rates are paid in a year:
1. 1st January of every year; and
2. 1st July of every year.

When rates are paid on 1st January they expire on 30th June and when
paid on 1st July they expire on 31st December. This means that the year
is divided into two halves in so far as paying rates is concerned. Between
1st January and 30th June (The First Half) there are 181 days and
between 1st July and 31st December (The Second Half) there are 184
days.

Note that the person who has the responsibility of paying rates is the
one who is in possession of the property. When calculating rates the day
of possession is very important. The day of completion is irrelevant.

Example:
(a) Calculate the rates payable in a completion statement where
possession was given to the purchaser on 03rd February 2014 and
completion is to take place on 10th July 2014. Rates per half year are at
K181.00 and have been paid by the vendor for the whole of 2014.

COMPLETION STATEMENT
As at 10th July 2014
Date K
03.02.2014 Purchase Price XXXXXX
Less Deposit XXXXX
XXXXXX

ADD Rates for the period

From 03.02.2014 to

45
30.06.2014 – 148 days
@K181.00÷181days=K1.00/day

148days x K1.00 = K148.00

03.02.2014 - 30.06.2014 Rates = K148.00

ADD Rates for the period

From 01.07.2014 to
31.12.2014 – 184 days
@K181.00÷184days=K0.9836957/day

184days x K0.98 = K180.32

01.07.2014 - 31.12.2014 Rates = K180.32

TOTAL RATES = K328.32

(b) Would your answer be different on the facts above if the rates were
paid by the purchaser? If the answer is yes calculate the rates.

YES
Less rates for the period
From 01.01.2014 to
02.02.2014 – 33 days
@K181.00÷181days=K1.00/day
K1.00 x 33days = K33.00

Question 1.
(a) Calculate the rates payable in a completion statement where
possession was given to the purchaser on 12th March 2015 and
completion took place on 1st September 2015. The rates per half year are
at K365.00 and have been paid by the vendor for the second half of
2014, first half of 2015 and second half of 2015.

46
COMPLETION STATEMENT
As at 01st September 2015
Date K
12.03.2015 Purchase Price XXXXXX
Less Deposit XXXXX
XXXXXX

ADD Rates for the period

From 12.03.2015 to
30.06.2015 – 111 days
@K365.00÷181days=K2.0165746/day

111days x K2.02 = K224.22

12.03.2015 - 30.06.2015 Rates = K224.22

ADD Rates for the period

From 01.07.2015 to
31.12.2015 – 184 days
@K365.00÷184days=K0.9836957/day

184days x K0.9836957= K365.00

01.07.2015 - 31.12.2015 Rates = K365.00

TOTAL RATES = K589.22

(b) Would your answer be different on the facts above if the rates were
paid by the purchaser? If the answer is yes calculate the rates.

YES
Less rates for the period
From 01.07.2014 to

47
31.12.2014 – 184 days
@K365.00÷184days=K1.9836957/day
K1.9836957 x 184days = K365.00

Less rates for the period

From 01.01.2015 to
11.03.2015 – 70 days
@K365.00÷181days=K2.0165746/day
K2.02 x 184days = K141.40

TOTAL RATES = K506.40

Question 2.
(a) Calculate the rates payable in a completion statement where
possession was given to the purchaser on 17th August 2014 and
completion is to take place on 06th June 2015. Rates per half year are at
K200.00 and have been paid by the vendor for the whole of 2014 and the
whole of 2015.

COMPLETION STATEMENT
As at 06th June 2015
Date K
17.08.2014 Purchase Price XXXXXX
Less Deposit XXXXX
XXXXXX

ADD Rates for the period

From 17.08.2014 to
31.12.2014 – 137 days
@K200.00÷184days=K1.09/day

137days x K1.09 = K149.33

17.08.2014 - 31.12.2014 Rates = K149.33

48
ADD Rates for the period
From 01.01.2015 to
30.06.2015 – 181 days
@K200.00

01.01.2015 - 30.06.2015 Rates = K200.00

ADD Rates for the period

From 01.07.2015 to
31.12.2015 – 184 days
@K200.00

01.07.2015 - 31.12.2015 Rates = K200.00

TOTAL RATES = K549.33

From 01.07.2012 to
09.07. 2012 - 9 days

51
K1, 500.00 ÷ 31days
=K48.39/day
K48.39 x 9days = K435.51

TOTAL RENT = K7, 828.33

NOVEMBER 2012 EXAM

Q7. (a) You act for the vendor who has sold his property, consisting of
two flats, to the purchaser for K650, 000,000.00. Upon exchange of
contracts possession was given to the purchaser. One flat is occupied by
Mr A at a rental of K2,000,000.00 per month payable in advance and
the purchaser has agreed to purchase subject to the tenancy of Mr A.
Contracts were exchanged on the 10th July 2012 and completion is to
take place on the 3rd December 2012.
(i) Show the in Completion Statement you are preparing the interest
that is payable by the purchaser to the vendor. (4Marks)
(ii) Show the in Completion Statement how the rent is to be
apportioned between the vendor and the purchaser. (4Marks)
(iii) Apportion the Rates. Rates have been paid by the Purchaser for
the whole of 2012 at K184, 000.00 per half year. (4Marks)

COMPLETION STATEMENT
As at 3rd December 2012
Date K
03.12.2012 Purchase Price K650, 000,000.00
Less Deposit K65, 000,000.00
K585, 000,000.00
(i) ADD interest at 20% for
The period from 10.07.2012
To 02.12.2012 – 146days
20÷100 x K585, 000,000.00
=K117, 000,000.00 ÷ 365days

52
=K320, 547.95/day
K320, 547.95 x 146 days
TOTAL INTEREST = K46, 800,000.00

(ii) Less Rent for the period

From 10.07.2012 to 31.07.2012
- 22 days
@K2,000.00÷31days=K64.52/day
K64.52 x 22 = K1, 419.44

Less Rent for the period

From 01.08.2012 to
30.11.2012 – 4 months = K8, 000.00

Less Rent for the period

From 01.12.2012 to
02.12.2012 – 02 days
@K2,000.00÷31days=K64.52/day
K64.52 x 02 = K129.04
TOTAL RENT = K9, 548.48

(iii)Less Rates for the period

From 01.01.2012 to
30.06.2012 – 181 days@ K184.00

Less Rates for the period

From 01.07.2012 to
09.07.2012 - 9days
K184.00÷184days=K1.00
K1.00 x 9days = K9.00
TOTAL RATES = K193.00

53
NOVEMBER 2013 EXAM
Q.4 (a) You are preparing a Completion Statement were possession was
given on the 1st September 2013. The property consists of three flats of
which two are let at K1, 000.00 per month. The rent is payable half
yearly in advance and is paid to the end of December 2013. The third flat
is occupied by the Purchaser at K500.00 per month payable half yearly
in advance and has been paid upto the end of December 2013. The
Purchaser has agreed to purchase the property subject to the tenancies
of the two flats. The date set completion is 3rd December 2013. The
purchase price is K650, 000.00.
(i) Calculate the interest that is payable to the vendor; and
(5Marks)
(ii) Show how you will account for the rent paid to the vendor for
the three flats. (6Marks)

COMPLETION STATEMENT
As at 3rd December 2013
Date K
01.09.2013 Purchase Price K650, 000.00
Less Deposit K65, 000.00
K585, 000.00
(i) ADD interest at 20% for
The period from 01.09.2013
To 02.12.2013 – 93 days
20÷100 x K585, 000.00
K117, 000.00 ÷ 365days
K320.55/day x 93days = K29, 811.15

Note: you cannot pay rent and interest at the same time.
(ii) Purchaser should be reimbursed rent from 1st September 2013 to
31st December 2013.

54
Less rent for the three
Flats for the period from
01.09.2013 to 31st
December 2013 – 4 months
(K4, 000.00 x 2) + K2, 000.00 = K10,000.00

JULY 2013 EXAM

Q.2 (a) You are drafting a Completion Statement where A bought stand
45678 Lusaka from B for K280, 000.00. A is occupying the property as
tenant at K2, 200.00 per month payable six months in advance on the
1st January and 1st July each year. It is agreed between the parties that
from the date of exchange of contracts A will occupy the property as
Licencee and will pay interest on the unpaid balance of the purchase
price and any rentals paid by A in advance is to be set off from the
interest payable. Contracts were exchanged on the 11th April 2013. The
date fixed for completion is the 10th July 2013.
(i) Show in the Completion Statement the interest that A has to
pay; (5Marks) and

(ii) The rates that has to be apportioned. Rates are K181.00 per
half year and have been paid by A until the end of December 2013.
(5Marks)

55
DEEDS
1. Deed of Partition – is a Deed which is used to register property
owned by two or more people as tenants-in-common where they
want property to be divided and the Certificate of Titles to be
issued in respect of each subdivision.

2. Deed of Exchange – is used where two or more people are

exchanging land e.g. where stand A is wrongly given to Mr B
instead of Mr A while stand B is given to Mr A instead of Mr B.

3. Deed of Surrender – is used in two ways:

(i) It is used when a person is giving land back to the state i.e.
surrendering a lease back to the state or if a person is selling
land to the state i.e. selling land to a government institution.
(ii) Also used in leases between individuals where a tenant or
lessee want to surrender a lease in the midway before the
expiry of term.

4. Deed of Postponement – also known as adjustment of priorities

and is used in mortgages. At law documents have priority under
section……………….. according to dates of registration. This means
that a mortgage which is registered first over a piece of land has
priority over a mortgage which is registered after the first over the
same piece of land. However, parties can execute a Deed of
Postponement; postponing a right of the first mortgagee to be paid
so that the second mortgagee will be paid earlier than the first
mortgagee.

5. Deed of Rectification - is used to rectify or correct mistakes in a

Deed that has already been registered at the Lands and Deed
Registry e.g. when you registered an assignment with an error in it

56
you can execute a Deed of rectification. It can however only be
used if another Deed has been registered with errors on it.

6. Deed of Variation – is used to change any conditions or terms in a

Deed which has already been registered e.g. when you agree on
some condition in an assignment and you want to vary or change
those terms and conditions after you have registered the
assignment.

7. Deed of Partial Discharge – is drafted when property is under a

mortgage and you are trying to discharge part of the property.

8. Deed of Gift – is used when giving land as a gift to anybody but

the law states that Property Transfer Tax will not be payable if
transferring property to a member of the family. For examination
purposes the most important clauses to know are the date and
parties, consideration, operative, parcels, habendum and
restrictive, testimonium and attestation clauses. For example:

THIS DEED OF GIFT is made the……….day of………………Two

Thousand and Fifteen BETWEEN BILL SIWIMBA of Lusaka
(hereinafter called the Donor) of the one part and JASON KUNDA
also of Lusaka (hereinafter called the Donee) of the other part]

In consideration of the love and affection]

The Donor as beneficial owner HEREBY ASSIGNS unto the Donee]

ALL THAT piece of land described in the schedule hereto

(hereinafter called the premises)]

TO HOLD the same unto the Donee for term of 100 years from
First July One Thousand Nine Hundred and Seventy Five]

57
SUBJECT TO the covenants and conditions contained in the 1st
schedule of part one of the Land (Conversion of Title) Regulations
1975]

IN WITNESS whereof the parties hereto have set their hands and
seals the day and year first before written]

SIGNED SEALED and DELIVERED by :……………….…………..)

In the presence of :………………………….………………………….)

WITNESS
Name:
Address:
Occupation:

SIGNED SEALED and DELIVERED by :……………….…………..)

In the presence of :………………………….………………………….)

WITNESS
Name:
Address:
Occupation:

9. Deed of Transfer – is used in two circumstances:

(i) When a holding company is transferring property to its
subsidiary as a result of internal reorganization of the group
of companies.
(ii) When a person is transferring land to a company as his
equity contribution in exchange for shares.

For example:
THIS DEED OF TRANSFER is made the……………..day
of……………..Two Thousand and Fifteen BETWEEN HORIZON
LIMITED a company incorporated in Zambia and having its

58
registered office at Lusaka (hereinafter called the transferor) of the
one part and XENON LIMITED a company incorporated in Zambia
and having its registered office at Lusaka (hereinafter called the
transferee) of the other part]

In pursuance of the said agreement and in consideration of the

premises]

The transferor as beneficial owner HEREBY TRANSFERS unto the

transferee]

ALL THAT piece of land described in the Schedule hereto

(hereinafter called the premises)]

TO HOLD the same unto the transferee for the term of 99 years
from First June One Thousand Nine Hundred and Ninety Seven
SUBJECT TO the terms and conditions contained in the lease]

IN WITNESS whereof the parties hereto have caused their Common

Seal here unto affixed the day and year first before written]

The COMMON SEAL of the said :……………………………..)

Was here unto affixed in the presence of :……………….…)

DIRECTOR:
SECRETARY:

The COMMON SEAL of the said :……………………………..)

Was here unto affixed in the presence of :……………….…)

DIRECTOR:
SECRETARY:

10. Deed of Assent – is used when transferring property to a

beneficiary under a Will.

59
MORTGAGES
A Mortgage is a transaction where one person known as the Borrower
transfers his property to another person known as the Lender as security
for a loan with the condition that the loan should be repaid on a certain
date together with interest or it is a conditional transfer or assignment by
the borrower for his legal interest in the property as security for a debt.

It is important to note that although a mortgage is defined as a

transfer/assignment by the borrower to the lender, the borrower does not
physically give the lender possession of the property until the borrower
has defaulted and the lender has obtained an Order of Foreclosure from
the Courts. This means that even when the mortgage has been created,
the borrower has got powers to deal with the property as an absolute
owner will do except selling the property. Meaning that he could create a
lease over property in favour of a third party, the bank cannot get
possession of the property until the lease of the third party has expired.

Once the mortgage is created, the borrower has got the right to redeem
the mortgage at any time before the legal date for redemption or on the
legal date for redemption. However, even after the legal date for
redemption has passed, the borrower has the right in equity to redeem
the mortgage. This right in equity is known as equitable right to
redeem and arises when legal date for redemption has passed. The sum
total of the borrower‟s right to redeem the property/mortgage from the
time the mortgage is created is known as equity of redemption i.e. right
of the borrower to redeem the property.

MORTGAGE DEED
Date and Parties Clause
THIS MORTGAGE is made…………day of……………….2015 BETWEEN
ABC of Lusaka (herein called the borrower) of the one part AND XYZ

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Limited a company incorporated in Zambia and having its registered
office in Lusaka (hereinafter called the Bank) of the other part.

The Charging Clause

In consideration of the premises the borrower as beneficial owner hereby
demises unto the Bank ALL THAT property described in the schedule
hereto (hereinafter called the premises) TO HOLD the same unto the
bank for the term of 99 years less the last three days thereof SUBJECT
TO the provisions relating to redemption contained herein.

Testimonium Clause
IN WITNESS whereof the borrower has set his hand and seal the day and
year first before written.
Or

IN WITNESS whereof the borrower has caused its Common Seal to be

here unto affixed the day and year first before written.

Attestation Clause
SIGNED SEALED and DELIVERED by :………………….)
In the presence of…………………………………………....…)

WITNESS
Name:
Occupation:
Date:
Or

THE COMMON SEAL OF THE SAID….WAS HERETO AFFIXED

DIRECTOR:……………………………………………………………….
SECRETARY:…………………………………………………………….

Once a mortgage has been created by way of Deed it has to be registered

at the Lands and Deeds Registry. Section 5 of the Lands and Deeds

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Act Chapter 185 of the laws of Zambia provides times within which
documents (Times within which registration must be effected) including
mortgage must be registered it states that:
5. (1) All bills of sale must be registered within three months of the
execution of the same.
(2)All other documents, except probate of a Will, required to be
registered as aforesaid shall be registered:-
(a) In the case of a document executed at the place where it
is registered, within thirty days from its date;
(b) In the case of a document executed elsewhere in Zambia,
within ninety days from its date;
(c) In the case of a document executed out of Zambia, within
one year from its date.
(3)Probate of a Will affecting land or any interest in land shall be
registered within twelve months of the grant thereof or the sealing
thereof under the provisions of the Probates (Resealing) Act, as the
case may be.
(As amended by No. 5 of 1943, S.I. No. 65 of 1965 and No. 47 of
1970)

The Bank therefore has to register the Mortgage within the time stated in
section 5. The registration fee payable to register is 1% of the Mortgage
loan with the maximum value of K4, 000.00. It is also important to note
that there is a requirement under the Companies Act Chapter 388 of the
laws of Zambia that where the borrower is a company the Mortgage must
also be registered at PACRA within 21 days. The registration fee payable
at PACRA is 1% of the mortgage loan with the maximum value of K2,
000.00.

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DISCHARGE OF MORTGAGE
Once the mortgage has been paid off, the bank needs to draft a
document known as Discharge of Mortgage as evidence to the Lands
and Deeds Registry that the loan has been paid. The amount paid to
register a Mortgage is K50.00.

Mortgage Clauses
D – Discharge clause;
T – Testimonium Clause;
S – Schedule Clause; and
A – Attestation Clause.

Discharge Clause
BARCLAYS BANK OF ZAMBIA LIMITED hereby acknowledges to have
received all the monies intended to be secured by the documents listed in
the schedule hereto in respect of stand 1234 and hereby discharges the
said land from the said Mortgage.

Testimonium Clause
IN WITNESS WHEREOF the bank has caused its Common Seal to be
here unto affixed the day and year first before written.

Schedule Clause
THE SCHEDULE HEREINBEFORE referred to:
1. MORTGAGE DEED
2. CERTIFICATE OF CERTIFICATE OF TITLE
3. ………………………………………………………

Attestation Clause
THE COMMON SEAL of the said BARCLAYS BANK OF ZAMBIA LIMITED)
Was here unto affixed…………………………………………………………………)
In the presence of……………………………………………………………………...)

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DIRECTOR:………………………………

SECRETARY:…………………………….

Note: You have to register the Discharge of the Mortgage immediately.

Where a Mortgage has been registered at PACRA the Bank in order to
discharge a Mortgage has to prepare a Memorandum of Satisfaction and
the registration fee is 1% (Company Form 35) to a maximum value of
K2, 000.00.

PARTIAL DISCHARGE OF A MORTGAGE

Partial discharge of a Mortgage is a document used to discharge a sub-
division of a piece of land which is under a Mortgage.

Question
You act for the purchaser JOHN BANDA who is purchasing sub-division
A stand number 12345 from the vendor PETER JERE. Stand 12345 was
mortgaged to a Bank for a loan of K250, 000,000.00. The property is
being sold to your client at K300, 000.00.
a. Draft the Lodgement Schedule you will forward to the Lands and
Deeds Registry to register the property in your clients name.
b. What documents are going to forward?
(i) Certificate of Title;
(ii) Assignment and Copy;
(iii) Consent to Assign;
(iv) DR 53;
(v) Property Transfer Tax Certificate Clearance;
(vi) Partial Discharge.

Disbursements
(i) Assignment at 1% to a maximum of K3,000.00;
(ii) Certificate of Title at K100.00;
(iii) Certificate of Title at K100.00;

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(iv) Partial Discharge at K50.00;
(v) Marking Off at K150.00.

TYPES OF MORTGAGES
1. Mortgage;
2. Further Charge;
3. Second Mortgage;
4. Third Party Mortgage;
5. Debenture.

Note: For all the above types of Mortgages, the Date and Parties Clause,
Recitals, Testimonium, and Attestation Clauses are the same.

FURTHER CHARGE MORTGAGE

Further Charge Mortgage is a transaction where the borrower goes to the
same Bank where he obtained a first loan and gets more money using
same property used in the first transaction.

Date and Parties Clause

THIS FURTHER CHARGE is made this……………day of…………..Two
Thousand and Fifteen BETWEEN JOHN BANDA of Lusaka (herein called
the Mortgagor) of the one part and BARCLAYS BANK OF ZAMBIA
LIMITED a company incorporated in Zambia and having its registered
office in Lusaka (herein called the Bank) of the other part.

Recitals (Remember that a recital is a story)

1. WHEREAS by a mortgage (herein called the first mortgage) dated
the 18th day of December Two Thousand and Ten made between
the Mortgagor of the one part and the Bank of the other part ALL
THAT property described in the schedule hereto (hereinafter called
the premises) was mortgaged unto the Bank for the term of 99
years less the last three (03) days thereof as security for payment
of K200, 000.00 and interest thereon.

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2. AND WHEREAS the bank has agreed to make further advances to
the mortgagor in excess of the advances under the first mortgage (i)
using the same property as security or (ii) upon the security
appearing hereinafter.

Testimonium Clause
IN WITNESS whereof the mortgagor has set his hand and seal a day and
year first before written.

Attestation Clause
SIGNED SEALED and DELIVERED by :………………………………………)
In the presence of……………………….…………………………………………)

WITNESS
Name:
Occupation:
Date:

SECOND MORTGAGE
Second mortgage is a transaction where a borrower goes to a different
Bank to get more money using the same property. In the second
mortgage you have same borrower, same property but different lender.
Section 7 of the Lands and Deeds Registry Act provides for
documents that have priority based on the date of registration meaning
that first come first serve. Hence first Mortgagee has priority over second
Mortgagee.

This is as a Deed of Postponement as parties can agree to postpone the

1st Mortgagee‟s rights to be paid first (Deed of Postponement).

Note that second mortgage should read:

- THIS MORTGAGE and NOT THIS SECOND MORTGAGE
- Parties are Mortgagor and Mortgagee

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Date and Parties Clause
THIS MORTGAGE is made this……………day of…………..Two Thousand
and Fifteen BETWEEN JOHN BANDA of Lusaka (herein called the
Mortgagor) of the one part and ZAMBIA NATIONAL COMMERCIAL BANK
LIMITED a company incorporated in Zambia and having its registered
office in Lusaka (herein called the Bank) of the other part.

Recitals
1. WHEREAS the borrower is the beneficial owner of ALL THAT
property described in the schedule hereto (hereinafter called the
premises) for the term of 99 years from 30th June One Thousand
Nine Hundred and Ninety Six created by a lease dated 5th July One
Thousand Nine Hundred and Ninety Six and made between the
President of the Republic of Zambia of the one part and JOHN
BANDA of the other part on the terms and conditions contained in
the lease.

2. AND WHEREAS the premises comprised in and demised by the

lease are now vested in the borrower for the term of years created
by the lease.

3. AND WHEREAS by a mortgage dated 12th February Two Thousand

and Five (hereinafter called the first Mortgage) and made between
the borrower of the one part and Zambia National Building Society
(ZNBS) of the other part the said premises were mortgaged unto
the said ZNBS as security for payment of the sum of Kwacha Two
Hundred Thousand (K200, 000.00) and interest thereon.

4. AND WHEREAS the Bank has agreed to make further advances to

the borrower upon the security appearing hereinafter.

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Testimonium Clause
IN WITNESS WHEREOF the borrower has set his hand and seal the day
and year first before written.

Attestation Clause
SIGNED SEALED and DELIVERED by :………………………………………)
In the presence of………………………………………………..…………………)

WITNESS
Name:
Occupation:
Date:

THIRD PARTY MORTGAGE

Third party mortgage is a mortgage where there are three parties; one
party known as Mortgagor gives property to second party called the Bank
as security for a loan which is given to a third party known as Customer.

Date and Parties Clause

THIS MORTGAGE is made the……….day of………….Two Thousand and
Fifteen BETWEEN ABC Limited a company incorporated in Zambia and
having its registered office at Lusaka (hereinafter called the Mortgagor) of
the one part and JOHN BANDA of Lusaka (hereinafter called the
Customer) of the second part and BARCLAYS BANK OF ZAMBIA
LIMITED a company incorporated in Zambia and having its registered
office at Lusaka (herein called the Bank) of the third part.

Recitals
1. WHEREAS the Mortgagor is the beneficial owner of ALL THAT
property described in the schedule hereto (hereinafter called the
premises) for the term of 100 years from 1st July One Thousand
Nine Hundred and Seventy Five created by virtue of the Land

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(Conversion of Title) Act 1975 on the terms and conditions
contained in the lease.

2. AND WHEREAS the Mortgagor has requested the Bank to grant to

the Customer advances which the Bank has agreed to do upon the
security appearing hereinafter.

Testimonium Clause
IN WITNESS WHEREOF the Mortgagor has caused its Common Seal here
unto affixed and the Customer has set his hand and seal the day and
year hereinbefore written.

Attestation Clause
THE COMMON SEAL of the said ABC LIMITED )
Was here unto affixed…………………………………………………………………)
In the presence of……………………………………………………………………...)

DIRECTOR:………………………………
SECRETARY:…………………………….

SIGNED SEALED and DELIVERED by :………………………………………)

In the presence of………………………………………………..…………………)

WITNESS
Name:
Occupation:
Date:

Question
ABC Limited obtained a loan from BARCLAYS BANK OF ZAMBIA
LIMITED and gave stand number 1234 as security. ABC Limited then
transferred stand number 1234 to its subsidiary XYZ Limited subject to
the mortgage. XYZ Limited wants to obtain a further loan of K200,

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000.00 from BARCLAYS BANK OF ZAMBIA LIMITED using the same
property. Draft the documents to give effect to this transaction.

Answer: Form 35 Memorandum of Satisfaction, Forms 31 and 33.

DEBENTURE
A debenture is a written acknowledgement of debt. A debenture is a
document which either creates or acknowledges a debt. In general most
debentures are securities given by companies. A debenture may contain
either a fixed charge or a floating charge or both over the company‟s
property and undertaking, real and personal, and whether present or
future as security for a debt. Debenture is therefore a transaction which
can only be done by a Company and an individual cannot.

Floating Charge
A floating charge is a charge or security which is not put into immediate
operation but „floats‟ so that the Company is allowed to carry on with its
business. It moves with the property and it only fastens when some event
occurs or some act is done which causes it to settle and fasten on the
subject of the charge within its reach and grasp.

Fixed Charge is………………………………………………………………………..

Date and Parties Clause

THIS DEBENTURE is made this……………day of……………Two Thousand
and Fifteen BETWEEN ABC Limited a company incorporated in Zambia
and having its registered office at Lusaka (hereinafter called the
company) of the one part and BARCLAYS BANK OF ZAMBIA LIMITED a
company incorporated in Zambia and having its registered office at
Lusaka (herein called the bank) of the other part.

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Charging Clause
The company as beneficial owner hereby charges with the payment of all
monies and liabilities hereby agreed to be paid or intended to be hereby
secured ALL the company‟s property whatsoever and wheresoever both
present and future including its goodwill and its uncalled capital for the
time being……………….

Exam Tip:
- You will be asked to draft; or
- Deliberately make mistakes; or
- Fill in the particulars.

HOW MORTGAGES ARE CREATED

There are two ways by which mortgages are created:
1. By a legal mortgage; and
2. By way of an equitable mortgage.

LEGAL MORTGAGE – is created by Deed whereby the Mortgagor

(borrower) sub-leases to the Bank (the Mortgagee) a term that is slightly
shorter than the term that the Mortgagor have with the President. A
Legal Mortgage is the one that is recognised by Statute Law and is always
created by a Deed and registered at the Lands and Deeds Registry
(Section 65 and 66).

A Legal Mortgage of land can only be created by demise, or a legal charge

and it must be by Deed. The effect of a legal mortgage by demise is to
vest the legal estate in the term of years created by it in the Mortgagee
who is immediately entitled to possession of the property upon execution
of the Deed. The Mortgagor‟s legal estate in the reversion of the term of
years is not transferred to the Mortgagee until the right of redemption is
destroyed by foreclosure or otherwise.

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Rights of the Mortgagee under the Legal Mortgage
1. Foreclosure: obtain an order granted by the High Court
extinguishing the borrower‟s right in the property i.e. Foreclosure
nisi and absolute.

2. Judicial Sale: sale property after Court Order. A statutory power

of sale is provided for in Section 66 of the Lands and Deeds Act
and only arises if the mortgage has been created by Deed. This is
the power or right that allows the mortgagee to sale property if
certain conditions exist:
(a) If payment of mortgage money is in arrears for three months or
more;
(b) If the payment of interest is in arrears for two months or more;
(c) If there has been a breach by the Mortgagor of some
fundamental condition e.g. if there is a duty by the mortgagor to
insure the property but he fails to do that.

3. Order of Possession: the lender has the right to take possession

and use the property to recover whatever is owed to it i.e. through
collection of rentals from property possessed. Where the Bank gets
possession it is under a strict duty to account all monies received
and render account.

4. The right to appoint a Receiver Manager to take possession of

the property and collect whatever income the property generates.
At law the Receiver is an agent of the borrower and there is no duty
on the part of the Bank to account.

EQUITABLE MORTGAGE – It is a contract which creates a charge on the

property but does not convey any legal estate or interest to the creditor.
As between the parties and so far as equitable rights and remedies are
concerned, it is equivalent to an assurance enforceable under the Court‟s

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equitable jurisdiction (UK Chancery Division; in Zambia Commercial
Court). As a general rule, all property whether real or personal which
may be the subject of a legal mortgage can also be charged in equity.
Equitable Mortgage is created in two ways:
(i) By an agreement in writing between a borrower and a lender where
borrower states his intentions to give his property as security.
The agreement is not a Deed.
(ii) By the borrower depositing his Title Deeds with the lender. It is
advisable to create a caveat on the property by the lender
(Section 76) to prevent this property being sold without the
lender‟s consent.

Rights of the Mortgagee under the Equitable Mortgage

1. Foreclosure: obtain an order granted by the High Court
extinguishing the borrower‟s right in the property i.e. foreclosure
nisi and absolute.
2. Judicial Sale: sale property after Court Order.
3. Order of Possession: the lender has the right to take possession
and use the property to recover whatever is owed to it i.e. through
collection of rentals from property possessed. Where the bank gets
possession it is under a strict duty to account all monies received
and render account.
4. The right to appoint a Receiver Manager to take possession of
the property and collect whatever income the property
generates. At law the Receiver is an agent of the borrower and
there is no duty on the part of the bank to account.

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EASEMENTS AND PROFITS
EASEMENTS
An easement is a privilege or right by the owner of one piece of land over
the owner of another piece of land. For example, Mr A owns stand
number 123 while Mr B owns stand number 456. Assuming that Mr A
cannot access the hospital on the other side without passing through Mr
B’s land. An easement can be created to give Mr A to use Mr B’s land in
order to access the hospital.

An easement is a non-possessory right. This means that the one

exercising the easement is not supposed to occupy the piece of land or to
get anything from it. His right is only to use the land as an easement.
Examples of easements include:
1. Right of way;
2. Right to air;
3. Easements of support.

An easement can be either negative or positive. A positive easement is

one which gives a person a right to do something on another person‟s
land. A negative easement is the one which restricts the owner of the
piece of land from doing something on his land which negatively affects
another person‟s piece of land e.g. easement of light or air.

Characteristics of Easements
1. In order for easements to arise all the following factors must be
present:
a. There must be two pieces of land namely a dominant tenement;
b. Servient tenement.

The dominant tenement is the piece of land which enjoys or

exercises the easement on another land. The servient tenement is
the land over which the easement is exercised;

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2. The easement must accommodate the dominant tenement. This
means that in order for an easement to arise it must be for the
benefit of the land and not the owner of the land; and

3. The dominant tenement and the servient tenement must be owned

by two different people.

Ways in Which an Easement Can Be Created

1. By Express Grant or Reservation – an easement can be granted by
an express grant where the owner of the servient tenement
expressly gives the easement to the owner of the dominant
tenement. It can also be created by express reservation where the
owner of the dominant tenement sells the land to another person
and reserves an easement in the sale.

2. An easement may be created in someone else‟s land if there is an

Act of Parliament which expressly empowers an authority to use
someone‟s land for a particular purpose e.g. to lay pipes or
electricity poles.

3. Presumed grant or Easement by prescription – an easement by

prescription can arise under common law, under the doctrine of
lost modern grant or under the prescription Act of 1832.

The common feature in all the above methods is that an easement by

prescription will arise if someone has been continuously using someone
else‟s land for a very long time i.e. 20 years or more. For easements by
prescription to arise two conditions must arise:
1. The exercising of an easement must be as matter of right – this is
expressed in the Latin phrase nec vi nec clam nec precario meaning
without force without secrecy without permission. This means that
the person exercising the easement must not use force whether

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physical or legal force to exercise easement. He must exercise the
easement openly.

2. The exercise of the easement must be continuous and

uninterrupted.

PROFITS
A profit is a right entitling a person to enter someone else‟s land and get
any natural produce/product from the land. Unlike an easement a
person having a profit does not need to have his own land.

A profit is different from an easement in that a person has the right to

get something from another person‟s land. Unlike an easement where
you merely has the right to use someone else‟s land. Examples include:
the right to enter someone‟s land and get fish, crops, minerals (i.e.
anything natural found on this land).

Summary: A profit exists in Gloss; an easement is Appurtenant to land.

Exam Tips:
- Read the Lands and Deeds Act, LAZ General conditions of sale,
Assignment (most likely Q1).
- Recitals for Council and Freehold should know them as well.
- Know how to draft special conditions.
- Assignments.

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LEASES
A lease is a contract or agreement between the Landlord and the Tenant
creating an interest in the land for a term of years which is certain. A
Lease is different from a Tenancy Agreement or Licence Agreement in the
following ways:
1. A Lease creates an interest in land in favour of the Tenant
while the Licence Agreement does not. This means that a Lease
once created moves with the land and moves with the land and
binds everyone in the world. For example, Mr A creates a lease for
a term of 3 years in favour of Mr B. Mr A in the middle of the lease
term then decides to sell the property to Mr C (a third party). Since
a lease moves with the land Mr C will be bound by the lease that
was made between Mr A and Mr B even though he is not a party to
it.

2. A lease gives a tenant exclusive possession. This means that the

tenant has the right once the lease is created to exclude anyone
from the property including the Landlord himself. For example, if
Mr A gives a lease for a term of 3 years to Mr B over stand number
12345. (a) Can Mr A erect a satellite dish on the property? (b) If
your answer is NO give reasons. Answer: Exclusive Possession.

3. A lease is for a term of years which is certain. This means that

a lease has a date of commencement and expiry.

A lease takes effect from the date of delivery but the law says that a lease
is deemed to take effect on the date indicated on the lease.

Q1. Draft the Consideration, Demise, Parcels, Habendum and

Reddendum Clauses in a lease where the Landlord is letting out to the
tenant Stand Number 12345 Lusaka. The lease is for 4 years from 14th

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July 2014. The rent payable is K2, 000.00 per month payable quarterly
in advance. Rent is to be increased by 5% each year compounded.

NOTE: when answering questions consider COPHR though in a lease the

Operative clause is replaced by the word Demise, also note that the
Consideration and Demise clauses are similar in all respects.

Answer 1
CONSIDERATION CLAUSE
In consideration of the rent reserved and the tenant‟s covenants and
conditions herein contained in the lease]

DEMISE CLAUSE
The Landlord as beneficial owner hereby demises unto the tenant]

PARCELS CLAUSE
ALL THAT property described in the schedule hereto (hereinafter called
the demised premises)]

HABENDUM CLAUSE
TO HOLD the same unto the tenant for the term of 4 years from 14th July
2014]

REDENDUM CLAUSE
Either: YIELDING and PAYING THEREFOR during the said term monthly
rent of K2,000.00 per month payable quarterly in advance, the said rent
to be increased by 5% each year compounded.

Or: YIELDING and PAYING THEREFOR during the said term rent as
follows:
(a) K24, 000.00 in the first year of the term at K2, 000.00 per
month.
(b) K25, 200.00 in the second year of the term at K2, 100.00 per
month.

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(c) K26, 460.00 in the third year of the term at K2, 205.00 per
month.

(d) K27, 783.00 in the fourth year of the term at K2, 315.25 per
month.

Q2. You act for the Landlord who is letting out a proposed subdivision of
Stand Number 98765. The proposed subdivision is not self-contained. A
lease is for 3 years and 6 months from 3rd February 2015. Rent payable
is K1, 500.00 per month and rent is to be increased each year by 3%
compounded. Draft the Consideration, Demise, Parcels, Habendum and
Reddendum Clauses.

Answer 2
CONSIDERATION CLAUSE
In consideration of the rent reserved and the tenant‟s covenants and
conditions herein contained in the lease]

DEMISE CLAUSE
The Landlord as beneficial owner hereby demises unto the tenant]

PARCELS CLAUSE
ALL THAT proposed subdivision of stand 98765 which for the purposes
of identification is more particularly described on the sketch plan
annexed hereto and thereon bordered Red (hereinafter called the demised
premises)

Note - If not self-contained add the following: TOGETHER WITH the

right to use and re-use the stairways/car park/toilets in common with
the landlord and other persons allowed by him (If self-contained ignore
this)

Example - Are you going to make amendments to this clause?: The

Landlord lets and the tenant takes ALL THAT property described in the

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schedule hereto TOGETHER WITH the right of tenant to use the passage
ways in common with the Landlord and other tenants (hereinafter called
the demised premises). The property is a shop on stand 12345 and is
self-contained.

HABENDUM CLAUSE
TO HOLD the same unto the tenant from 3rd February 2015 for the term
of 3 years and 6 months]

REDENDUM CLAUSE
Either: YIELDING and PAYING THEREFOR during the said term monthly
rent of K1, 500.00 the said rent to be increased by 3% compounded.

Or: YIELDING and PAYING THEREFOR during the said term monthly
rent as follows:
(a) K18,000.00 in the first year of the term at K1,500.00 per month;
(b) K18,540.00 in the second year of the term at K1,545.00 per
month;
(c) K19,096.20 in the third year of the term at K1,591.35 per month;
(d) K9, 834.54 in last six months at K1, 639.09 per month.

Q3. Draft the Consideration, Demise, Parcels, Habendum and

Reddendum clauses in a lease where the Landlord is letting out offices
on the 1st floor of Woodgate House Lusaka. Offices are self-contained.
The lease is for 4 years and 2 months from 12th June 2015. Rent payable
is K1, 500.00 per 6 months. Rent is to be increased each 6 months by
4%.

Answer 3
CONSIDERATION CLAUSE
In consideration of the rent reserved and the tenant‟s covenants and
conditions herein contained in the lease]

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DEMISE CLAUSE
The Landlord as beneficial hereby demises unto the tenant]

PARCELS CLAUSE
ALL THOSE offices situate on the first floor of Woodgate House which for
the purposes of identification are more particularly described on the
sketch plan annexed hereto and thereon bordered Red (hereinafter called
the demised premises)

HABENDUM CLAUSE
TO HOLD the same unto the tenant from 12th June 2014 for the term of
4years and 2 months]

REDENDUM CLAUSE
Either: YIELDING and PAYING THEREFOR during the said term rent of
K1, 500.00 per 6 months the said rent to be increased by 4%
compounded each 6 months.

Or: YIELDING and PAYING THEREFOR during the said term rent as
follows:
(a) K1,500.00 for the first 6 months of the first year at K250.00 per
month;
(b) K1,560.00 for the second 6 months of the first year at K260.00
per month;
(c) K1,622.40 for the first 6 months of the second year at K270.40
per month;
(d) K1,687,32 for the second 6 months of the second year at K281.22
per month;
(e) K1,754.82 for the first 6 months of the third year at K292.47 per
month;
(f) K1,825.02 for the second 6 months of the third year at K304.17
per month;

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(g) K1,898.04 for the first 6 months of the fourth year at K316.34 per
month;
(h) K1,973.94 for the second 6 months of the fourth year at K328.99
per month;
(i) K684.30 for the first 2 months of the Fifth year at K342.15 per
month;

Q4. Draft the Consideration, Demise, Parcels, Habendum and

Reddendum clauses in a lease where the Landlord is letting out a shop
on stand 12345 and a Flat on stand 12345. The lease is for 5 years and
4 months from 25th February 2015. The rent for the shop is K2, 000.00
(Exclusive of Withholding Tax) payable monthly in advance. The rent is to
be increased each 6 months by 5%.] The rent for the flat is K500.00 for
the first 9 months, K900.00 for the next 5 months and K1, 400.00 for
the remainder of the term. Both properties are not self-contained.

Answer 4
CONSIDERATION CLAUSE
In consideration of the rent reserved and the tenant‟s covenants and
conditions herein contained in the lease]

DEMISE CLAUSE
The Landlord as beneficial hereby demises unto the tenant]

PARCELS CLAUSE
FIRSTLY ALL THAT shop number 10 situate on stand 12345 which for
the purposes of identification is more particularly described on the
sketch plan annexed hereto and thereon bordered Red.

AND SECONDLY ALL THAT flat number 17 situate on stand number

12345 which for the purposes of identification is more particularly
described on the sketch plan annexed hereto and thereon bordered
Yellow (hereinafter called the demised premises)] TOGETHER WITH the

82
right to use and re-use the drive way and car park in common with the
Landlord and other persons allowed by him]

HABENDUM CLAUSE
TO HOLD the same unto the tenant for the term of 5 years 4 months
from 25th February 2015]

REDENDUM CLAUSE
Either: YIELDING and PAYING THEREFOR during the said term monthly
rent of K2, 000.00 (Excluding Withholding Tax) payable monthly in
advance such said rent to be increased by 5% compounded each year.

Or: YIELDING and PAYING THEREFOR during the said term rent as
follows:
(1) Shop:
(a) K12,000.00 for the first 6 months of the first year at K,200.00
per month;
(b) K12,600.00 for the second 6 months of the first year at
K2,100.00 per month;
(c) K13,230.00 for the first 6 months of the second year at
K2,205.00 per month;
(d) K13,891.00 for the second 6 months of the second year at
K2,315.25 per month;
(e) K14,586.06 for the first 6 months of the third year at
K2,431.01 per month;
(f) K15,315.36 for the second 6 months of the third year at
K2,552.56 per month;
(g) K16,081.14 for the first 6 months of the fourth year at
K2,680.19 per month;
(h) K16,885.20 for the second 6 months of the fourth year at
K2,814.20 per month;

83
(i) K17,729.46 for the first 6 months of the fifth year at
K2,954.91 per month;
(j) K18,615.96 for the second 6 months of the fifth year at
K3,102.66 per month;
(k) K13, 031.16 for the first 4 months of the sixth year at K3,
257.79 per month.

(2) Flat:
(a) K4,500.00 in the first 9 months at K500.00 per month;
(b) K4,500.00 for the next 5 months at K900.00 per month; and
(c) K70, 000.00 for the remainder of the term (x 50 months) at K1,
400.00 per month.

Q5. You act for the Landlord who is leasing Stand Number 12345 to the
Tenant. The Landlord is also leasing certain items of furniture a list of
which is stated in the Schedule. Draft the Consideration, Demise,
Parcels, Habendum and Reddendum Clauses. The rent is K2, 500.00
and the lease is for 4 years from 27th June 2015.

Answer 5

84
REGISTRATION/LODGEMENT SCHEDULES RELATING TO LEASES
Q1. Calculate the registration fee payable to register a lease where the
Landlord is letting bout stand Number 12345 Lusaka. The lease is for 4
years from 14th July 2014. The rent payable is K2, 000.00 per month
payable quarterly in advance and rent is to be increased each year by
5%.
LODGEMENT SCHEDULE
Relating to stand 12345
Lusaka
1. Certificate of Title
2. Lease and 2 Copies
3. DR 53
Disbursements
1. Registration @ 2% - K517.22

Note: Here calculations should not be part of the answering, but to be

carried out on a separate rough paper.

Calculations:
(a) K24,000.00 in the first year of the term at K2,000.00 per month;
(b) K25,200.00 in the second year of the term at K2,100.00 per
month;
(c) K26,460.00 in the third year of the term at K2,205.00 per month;
(d) K27, 783.00 in the fourth year of the term at K2, 315.00 per
month.

Then find annual average rent: K24, 000.00 + K25, 200.00 + K26, 460.00
+ K27, 783.00 = K103, 443.00
K103, 443.00 ÷ 4years = K25, 860.75
2 ÷ 100 x K25, 860.75
=K517.22

85
Q2. Calculate the registration fee in a lease where the Landlord is letting
out a property subdivision of stand number 98765 Lusaka. The lease is
for 3 years 6 months from 3rd February 2015. The rent payable is K1,
500.00 per month. The rent is to be increased by 4 % compounded each
year.
LODGEMENT SCHEDULE
Relating to stand 12345
Lusaka
1. Certificate of Title
2. Lease and 2 Copies
3. DR 53
Disbursements
2. Registration @ 2% - K374.12

Calculations
(a) K18,000.00 in the first year of the term at K1,500.00 per month;
(b) K18,540.00 in the second year of the term at K1,545.00 per
month;
(c) K19,096.20 in the third year of the term at K1,591.35 per month;

(d) K9, 834.54 in the first 6 months of the 5th year of the term at K1,
639.09 per month.

Annual Average Rent: K18, 000.00 + K18, 720.00 + K19, 096.20 + K9,
834.54.00 = K65, 470.74
K65, 470.74 ÷ 42 months = K1, 558.83
K1, 558.83 x 12 = K18, 705.926
2÷100 x K18, 705.926
= K374.12

Q3. Calculate the registration fee in a lease where the Landlord is letting
out offices on the first floor of Woodgate House Lusaka. The lease is for 4

86
years 2 months from 12th June 2015. The rent payable is K1, 500.00 per
6 months. The rent is to be increased each 6months by 4%.

LODGEMENT SCHEDULE
Relating to stand 12345
Lusaka
1. Certificate of Title
2. Lease and 2 Copies
3. DR 53
Disbursements
3. Registration @ 2% - K69.63

Calculations
(a)K1, 500.00 for the first 6 months of the first year at K250.00
per month;
(b)K1, 560.00 for the second 6 months of the first year at
K260.00 per month;
(c)K1, 622.40 for the first 6 months of the second year at K270.40
per month;
(d)K1, 687.32 for the second 6 months of the second year at
K281.22 per month;
(e)K1, 754.82 for the first 6 months of the third year at K292.47
per month;
(f)K1, 825.02 for the second 6 months of the third year at
K304.17 per month;
(g)K1, 898.04 for the first 6 months of the fourth year at K316.34
per month;
(h)K1, 973.94 for the second 6 months of the fourth year at
K328.99 per month;

87
(i)K684.30 for the first 2 months of the Fifth year at K342.15 per
month;

Annual Average Rent: K1, 500.00 + K1, 560.00 + K1, 622.40 + K1,
687.32 + K1, 754.82 + K1, 825.02 + K1, 898.04 + K1, 973.94
= K14, 505.84
K14, 505.84 ÷ 50 months
= K290.12
K290.12 x 12 months =K3, 481.00
2 ÷ 100 x K3, 481.00
= K69.63

Question 4 and 5 at own time

Exam Question July 2011

1. (a) You act for the landlord who is leasing to the tenant a shop on
the ground floor of stand 12345 Lusaka and a flat on the first floor
of stand 12345 Lusaka. Both the shop and flat are self-contained.
The lease is for three (3) years from 1st August 2011. The rent
payable is K2, 500,000.00 per month for the shop and K3,
000,000.00 per month for the flat. The rent is payable monthly in
advance and is to be increased by three percent (3%) compounded
each year.

Draft only the consideration, the demise, the parcels, the

habendum and the reddendum clauses of the lease. (25 Marks)

Ans:
In consideration of the rent reserved and the tenant‟s covenants
and conditions herein contained in the lease] The Landlord as
beneficial owner hereby demises unto the tenant] FIRSTLY ALL
THAT shop on the ground floor of stand 12345 which for the

88
purposes of identification is more particularly described on the
sketch plan annexed hereto and thereon bordered red] AND
SECONDLY ALL THAT flat known as Flat number 7 situate on the
first floor of stand 12345 Lusaka which for the purposes of
identification is more particularly described on the sketch plan
annexed hereto and thereon bordered yellow (hereinafter called the
demised premises)] TO HOLD the same unto the tenant from 1st
August 2011 for the term of 3 years] YIELDING and PAYING
THEREFOR during the said term monthly rent of K2,500,000.00
and K3,000,000.00 for the shop and flat respectively payable
monthly in advance such rent to be increased by 3% compounded
each year.

(b) Prepare the lodgement schedule to register this lease. (8 Marks)

(c) You act for NDALAMA Bank Limited. The bank has agreed to
lend to Lusaka limited K200, 000,000.00 and Lusaka limited has
agreed to create a debenture over all its assets to secure the loan.
(i) Where will you register the debenture? (1Mark)
(ii) How much is the registration fee? (1Mark)
(iii) Complete Companies Form 31 which is supplied with the
examination paper and return the same with your answer
script. (3 marks)

(d) In a contract for sale the date fixed for completion was erroneously
omitted. Will completion take place?
(i)when the purchaser has the funds to complete the sale.
(ii) When the vendor is ready to complete.
(iii) 21 days after receipt of consent to assign or
(iv) None of the above.

89
If your answer is “none of the above” give what you think is the
correct answer. (2Marks)

COVENANTS IN ALEASE
1. Repair Clause
The following covenants appear in a lease: the tenant shall repair
and keep in the state of repair the interior of the demised premises
damage by fire, lightening and inevitable accidents excepted. What
amendments if any would you make to the above condition? You
act for the tenant.
Answer – the tenant shall keep the interior and exterior of the
demised premises in their state of repair damaged by fire
lightening and inevitable accidents excepted.
2. Termination Clause
Draft a condition in a lease where either party may terminate a
lease after the first year of the term.
Answer – the landlord covenants with the tenant that either party
may terminate the lease after the first year of the term by giving to
the other 6 months‟ notice in writing.
3. Re-Decoration Clause
The tenant covenants with the landlord that he shall paint the
inside and outside of the demised premises upto a professional
level using white and blue paint.
4. Option To Renew Clause
If the tenant shall be desirous of obtaining a lease for a further
term of 4years from the expiration of the term hereby created and
shall not more than one year no less than 3 months give notice in
writing to the landlord of such desire and shall have paid the rent
hereby reserved and shall have performed and observed the several
stipulations contained herein and on the tenants part to be
performed and observed upto the expiration of the term hereby

90
created then the landlord shall grant to the tenant a lease for the
said 3rd term and subject in all respects to the same terms and
conditions except that the monthly rent shall be will be as agreed
by the parties.
a. Notice in writing
b. Notice must be given within a certain time
c. They must have been no breaches
d. The new lease must be on the same terms and conditions as the
first lease except monthly rent.

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