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KENYA SCHOOL OF LAW

ADVOCATES TRAINING PROGRAMME

ATP 107– CONVEYANCING

CLASS G, FIRM 37

INSTRUCTOR: MR. TONNY ODERA

NO. NAME ADM NO

1. NTHENYA JAMES KARIUKI 20231352

2. MUCHERU LILIAN 20230996

3. KABURU IAN 20231472

4. RUTO KEN 20231088

5. ANGOTE CAROLINE 20231691

6. OYUGI YOUNG 20231383

7. MWANJAMA ALI 20231673

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COMPARE AND CONTRAST THE CONTENTS OF AN OFF PLAN CONTRACT AND

A CONVENTIONAL CONTRACT FOR SALE OF LAND

A. DEFINITION

OFF PLAN CONTRACT

An off-plan sale agreement refers to a purchase arrangement where there is no existing structure
to buy. Instead, the purchase is based on architectural plans and floor plans for a future structure.
This type of agreement typically involves properties such as houses, flats, apartments, and
duplexes that are yet to be constructed.

CONVENTIONAL SALE AGREEMENT

A conventional sale agreement refers to a contract involving the sale of a property or parcel of
land. It provides flexibility for the parties involved to customize the agreement according to their
preferences. Parties have the option to create a simple or complex agreement, but it is important
to note that in the case of shorter and simpler agreements, there may be implied provisions and
reliance on the court's discretion.

B. SIMILARITIES

Aspect Off-Plan Sale Agreement Conventional Sale Agreement

Contract Parties can customize the agreement Parties can make the contract as they
Flexibility as desired deem fit

Compliance with Must comply with statutory Must comply with statutory
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Statutes requirements requirements

Fundamental Offer and acceptance, intention to be Offer and acceptance, intention to be

Principles bound, consideration, certainty, etc. bound, consideration, certainty, etc

Enforceability in Agreement must be enforceable in Agreement must be enforceable in

Writing writing writing

Execution & Both parties must sign and be Both parties must sign and be
Witnessing witnessed witnessed

Certainty Contract may be voided if uncertain Contract may be voided if uncertain

Requirement

Implied Provisions Short and simple agreements may Short and simple agreements may
have implied provisions and rely on have implied provisions and rely on
court's mercy court's mercy

Completion Date Compliance with completion date is Compliance with completion date is
important important
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Warranties and Well-drafted clauses for reliance Well-drafted clauses for reliance
Indemnities

Use of Deposits Deposits may be used to fund Deposits may be used to fund
construction construction

C. DIFFERENCES

Aspect Off-Plan Sale Agreement Conventional Sale

Agreement

Definition Purchase based on architectural plans Sale of an existing

and floor plans of a building without an property/parcel of land
existing structure

Property Type Usually involves houses, flats, Can involve any type of
apartments, duplexes, etc. property/parcel of land

Sale Process Vendor provides a letter of offer, Parties negotiate and enter
purchaser pays a non-refundable into a contract as they see fit
commitment fee
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Structure of Agreement for Lease (or sub-lease) Sale Agreement

Agreement

Parties Purchaser, Vendor, and Management Purchaser and Vendor

Company (as head lessor)

Interest Sold Leasehold interest with the reversionary Ownership interest in an

interest going to the Management existing property
Company at the end of the lease

Compliance with Important to ensure compliance with Important to meet statutory

Completion Date completion date and contractual requirements and contractual
obligations obligations

Funding Source Vendor may use deposits to fund Funding typically comes from
construction costs the purchaser's own resources

Defect Liability Typically, 6 months after completion for Defect liability is not specific
Period vendor to remedy defects to off-plan sales

Certificate of Issued by the local authority to confirm Not applicable in conventional

Occupation compliance with local developmental sales
standards

Warranties and Important to have well-drafted clauses May also be included in

Indemnities for off-plan purchases conventional sale agreements
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Incorporation of LSK Not mandatory, but permissible to General conditions apply

Conditions of Sale include or exclude some or all unless specifically excluded or
conditions varied

Documentation and Agreement for Lease, Share Purchase Sale Agreement and any
Execution Agreement, and other necessary additional documents required
documents

Legal Representation Purchaser's advocate conducts title Advocates represent

and Duties investigation and ensures compliance respective parties and fulfill
with building codes and regulations their duties

Aspect Off-Plan Sale Agreement Conventional Sale Agreement

Involvement of Typically, a Management Company acts Management Company

Management as the head lessor in the transaction involvement is not typical in
Company conventional sales

D. CONCLUSION

In conclusion, the contents of an off-plan contract and a conventional contract for the sale of land
exhibit significant differences and some similarities. While both types of contracts involve the
transfer of property ownership, their focus, provisions, and considerations vary.

An off-plan contract primarily centers around the sale of a property that is yet to be constructed
or completed. It outlines specific details such as the expected completion date, construction
milestones, and the developer's obligations. The contract may include provisions for variations in
design or specifications, as well as the purchaser's rights to inspect and approve the property
during the construction process. Additionally, an off-plan contract often entails stricter deposit
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and payment schedules to fund the development, along with clauses pertaining to defects liability
periods and the transfer of ownership upon completion.

On the other hand, a conventional contract for the sale of land involves the purchase of an
existing property. It focuses on the transfer of ownership, encompassing elements like the
property's legal description, purchase price, and conditions precedent, such as obtaining
financing or conducting inspections. Conventional contracts may include provisions for
contingencies, warranties, and disclosures, but they typically do not involve the complexities
associated with construction milestones or variations.

While both types of contracts aim to establish legal agreements for property transactions, off-
plan contracts tend to be more intricate due to their nature of pre-construction sales. They require
careful consideration of construction timelines, potential changes in specifications, and the
involvement of stakeholders such as developers and management companies. In contrast,
conventional contracts primarily center around the transfer of an already constructed property,
with a focus on aspects like financing, title transfers, and property conditions.

Understanding the differences between off-plan contracts and conventional contracts is crucial
for prospective buyers and sellers. It allows them to navigate the specific considerations and
provisions associated with each type of agreement, ensuring clarity and legal protection
throughout the transaction process. Whether one is involved in off-plan sales or conventional
property transactions, seeking professional advice and due diligence is essential to safeguarding
one's interests and ensuring a smooth and successful property transfer.