As part of the buyer’s due diligence in commercial property transactions, Commercial Property Standard Enquiries (“CPSEs”) will usually be raised by the buyer’s solicitor.
CPSEs are a standard set of enquiries which draw out detailed information about the property. When providing replies to CPSEs, up to date and accurate information must be given or the buyer may be able to:
(a) abort the transaction if it has not completed; or
(b) make a claim for misrepresentation, rescind the contract and/or claim damages if the contract has completed.
Solicitors will often provide a first draft of replies to CPSEs however the seller must thoroughly check these and give answers based upon their own knowledge and reasonable investigations of the property. This means the seller must take action where it does not immediately know the answer to a question, for example by checking the records it holds or where the seller is a company and one person is providing the replies, by checking the question with colleagues who may have the relevant knowledge.
The seller needs to make it clear that it has not carried out any investigation where it has not done so. If only limited information about the property is available then the seller should state that replies to the enquiries have been given on that basis.
In summary, the key points to remember when replying to CPSEs are:
1. Check replies to enquiries in full – they must be accurate and copies of documents referred to should be provided.
2. Make reasonable investigations if you do not know the answer to the questions.
3. Provide updated replies to enquiries if you become aware that the answer to a question changes.
4. Check with your solicitor if you do not understand a question or how to answer it.
