Part 3 Pre-Completion Transactions which are Free-Standing Transfers

Pre-completion transactions which are free-standing transfers

A pre-completion transaction which is not an assignment of rights is referred to in this Schedule as a “free-standing transfer”.

Free-standing transfers: consideration and substantial performance

(1)     This paragraph applies where the pre-completion transaction is a free-standing transfer.

(2)     If the transferee acquires the subject-matter of the free-standing transfer, the consideration for the transaction giving effect to that acquisition is taken to include the consideration given for the free-standing transfer (if that would not otherwise be the case).

(3)     References in sub-paragraph (2) to an acquisition include an acquisition treated as having taken place by virtue of section 10(4) (and the reference to the transaction giving effect to that acquisition is to be read accordingly).

(4)     An action taken by the transferee (or an assignee of the transferee) that would, if taken by the original buyer, constitute (for the purposes of section 14(1)) the taking of possession of the whole or substantially the whole of the subject-matter of the original contract is treated as being the substantial performance of the original contract.

(5)     If a transaction that is a free-standing