Conveyancing Notes

CONVEYANCING AND LEGAL DRAFTING
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: )
WITNESS
Name:
Address:
Occupation:
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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 JOHN BANDA 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 JOHN BANDA of the other part.
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 1 st 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.
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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…………………………………………….
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AND SECONDLY ALL 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

AND SECONDLY ALL THAT the property (hereinafter called the machinery)
THE SCHEDULE HEREINBEFORE referred to:

1. Tractor
2. Plough
Land and Livestock

AND SECONDLY ALL THAT the property (hereinafter called the livestock)

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1. Cows
2. Pigs
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.
DATED 2015
AND
Law Association of Zambia

Contract and Conditions of
Sale relating to:
VENDOR'S ADVOCATES:
PURCHASER'S ADVOCATES:
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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 vendor goes to pay Property
Transfer Tax (PTT) to Zambia Revenue Authority (ZRA) which is currently
at 10% 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
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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.
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.
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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.
(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.
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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 10% 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.
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;
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(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;
(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 you going to obtain an exemption?
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(iv) If your answer is YES list the documents.
ASSIGNMENTS
An assignment is a document which transfers title or ownership from the vendor
to the purchaser. It has the following parts (DPRT–CROPHR-PTSA):
D - DATE CLAUSE -
P - PARTIES CLAUSE -
R - RECITALS - WHEREAS ………………………………
T - TESTATUM - NOW THIS DEED WITNESSETH……
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 unto the purchaser...
P - PARCELS CLAUSE - ALL THAT piece of land described….
H - HABENDUM - TO HOLD unto the Purchaser for…..
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 ……………….
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DATE CLAUSE: THIS ASSIGNMENT or THIS INDENTURE is made
the…………….day of……………….2015]
PARTIES CLAUSE: BETWEEN ABC of Lusaka in the republic of Zambia

(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 30 th 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 hereto 1(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 called the
1
. Never reproduce a schedule here.
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property/premises) for a 100 years from 1 st 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.
THOUSAND (K200,000.00)
consent to assign.
Personal Representative Recitals for 99 years

1. WHEREAS LEVY PATRICK MWANAWASA (hereinafter called the
testator/deceased) was the tenant or lessee of the hereditaments more
premises) for the term of 99 years from 1 st June Two Thousand and Three
created by a lease (hereinafter called the lease) dated 14 th 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 26 th 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 2 nd February Two
Thousand and Nine.
THOUSAND (K200, 000.00).
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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
premises) for a 100 years from 1 st 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 26 th 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 2 nd February Two
Thousand and Nine.
THOUSAND (K200, 000.00).
consent to assign.
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
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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 30 th May One Thousand Nine Hundred
and Ninety SUBJECT to the terms and conditions contained in a lease
(hereinafter called the lease) dated 3 rd February One Thousand Nine
Hundred and Eighty Nine and 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.
THOUSAND (K200, 000.00).
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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 1 st 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.
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).
consent to assign.
TESTATUM CLAUSE: NOW THIS DEED WITNESSETH as follows:]
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)]
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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

purchaser]
OPERATIVE CLAUSE: the vendor as Personal Representative HEREBY

ASSIGNS unto the purchaser]
CROPHR Where Mortgagee Is Selling

purchaser]
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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]
CROPHR Where Company Is Selling Through the Liquidator

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]
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.
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- 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.
(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.
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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….
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
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
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.
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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.
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 26 th May 2015 has set his hand and seal and the
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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: )
WITNESS
Name:
Address:
Occupation:
Where either Vendor or Purchaser Is a Company

The COMMON SEAL of the said…………Limited: )
Was here unto affixed: )
DIRECTOR:
SECRETARY:
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;
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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 at 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 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
4. DR 53;
5. Property transfer tax certificate and receipt;
6. Discharge of mortgage;
7. Mortgage deed;
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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
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 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 Lusaka
1. Original certificate of title for stand number 13579;
2. Original certificate of title for stand number 2468;
6. DR 53;
7. DR 53;
10. Mortgage Deed.
25
Disbursements
1. Registration Stand Number 13579 @ 1% - K2,000.00
2. Registration Stand Number 2468 @ 1% - K3,000.00
5. Mortgage Deed – K4,000.00
Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka
(Note: Mortgage is @ 1% upto max value of K4, 000.00)
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
2. Assignment and copy in respect of stand 12345;
3. Assignment and copy in respect of Subdivision A;
4. Deed of Gift in respect of 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;
26
8. DR 53;
9. DR 53;
10. DR 53;
11. 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
Subdivision A of Stand 12345

1. Registration @ 1% - K2,000.00
3. Marking Off – K150.00
Total Registration Fees – K2, 250.00
Subdivision B of Stand 12345

1. Deed of Gift - K50.00
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.
27
(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.
LODGEMENT SCHEDULE
Relating to Stand Number 12345 and Stand Number 4567 Lusaka
1. Certificate of Title for stand number 12345;
2. Certificate of Title for stand number 4567;
3. Deed of Exchange and Copy;
4. DR 53;
Disbursements
1. Deed of Exchange - K50.00
Total Registration Fees = K250.00
Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka
Q6. You act for the purchaser MUSHAUKWA MUSHAUKWA who is purchasing
Sub-Division A of stand 12345 from JOHN MWANZA. You have all the
documents required to register the property in your client’s name including
Survey Diagrams. Draft the Lodgement Schedule you will forward to the Lands
and Deeds Registry to register the property in your client’s name. The purchase
price is K199, 000.00.
LODGEMENT SCHEDULE
Relating to Sub-Division A of Stand Number 12345 Lusaka
2. Assignment and Copy;
28
4. DR 53;
6. Receipt of payment of Marking Off fees;
5. Survey Diagrams.
Disbursements
1. Assignment/Registration @ 1% - K1,990.00
4. Receipt of payment of Marking Off fees – K150.00
Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka
Q7. ABC Limited owns stand 12345 Lusaka. The Company decides to change its
name to XYZ Limited.
(i) Name the documents that you will forward to change the Certificate of
Title from ABC to XYZ Limited. Certificate of Name Change
(ii) Draft the Lodgement Schedule you will forward to the Lands and
Deeds Registry to register in XYZ Limited.
LODGEMENT SCHEDULE
1. Original Certificate of Title;
2. Certificate of Change of Name;
3. DR 53.
Disbursements
29
Drawn By: ___________
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 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
Drawn By: ___________

XYZ Advocates
Plot 31931
Lusaka
30
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 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;
6. DR 53;
8. Marking Off Fees;
9. Survey Diagrams.
Disbursements
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:
31
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;
2. Deed of Gift and copy;
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
32
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
33
K36, 000.00 ÷ 365 days of the year
= K98.630136
K98.63 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 03 rd February 2015 and
completion is to take place on 01 st June 2015. The purchase price is K110,
000.00.
As at 01st June 2015
Date K
03.02.2015 Purchase Price 110,000.00
99,000.00
From 03.02.2015 to
31.05.2015 – 118 days
20 x K99, 000.00 = K19, 800.00

100
= K54.246557
K54.25 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 16 th September 2014 and
completion is to take place on 02 nd February 2015. The purchase price is K215,
000.00.
As at 02nd February 2015
Date K
34
16.09.2014 Purchase Price 215,000.00
193,500.00
From 16.09.2014 to
01.02.2015 – 139 days
20 x K193, 500.00
100
= K38, 700.00 ÷ 365 days of the year
= K106.03 x 139 days = K 14,738.17
Q4. Calculate the interest payable where possession was given to the purchaser
on 20th April 2014 and completion is to take place on 1st August 2014. The
purchase price is K100, 000.00 and is to be paid in two equal monthly
instalments commencing on 1st July 2014.
As at 01st August 2014
Date K
20.04.2014 Purchase Price 100,000.00
90,000.00
From 20.04.2014 to
30.06.2014 – 72 days
20 x K90, 000.00
100
= K18, 000.00÷ 365 days of the year
= K49.32 x 72 days
35
01st July Instalment Paid = K 3,551.04

From 01.07.2014 to
31.07.2014 – 31 days
20 x K45, 000.00
100
= K9, 000.00÷ 365 days of the year
= K24.66 x 31days
01st August Instalment Paid = K 764.46
TOTAL INTEREST = K4, 315.50
Q5. Calculate interest payable in a Completion Statement where possession was

given to the purchaser on 12 th August 2014 and completion is to take place on
01st January 2015. The purchase price is K250, 000.00 and is to be paid in three
monthly instalments commencing on 01st November 2014.
As at 01st January 2015
Date K
12.08.2014 Purchase Price 250,000.00
225,000.00
From 12.08.2014 to
31.10.2014 – 81 days
20 x K225, 000.00 = K45, 000.00

100
36
= K123.28767 x 81 days
01st November 2014 Instalment Paid = K 9,986.49

From 01.11.2014 to
30.11.2014 – 30 days
20 x K150, 000.00 = K30, 000.00

100
= K82.19 x 30 days
01st December Instalment Paid = K 2,465.70

From 01.12.2014 to
31.12.2014 – 31 days
20 x K75, 000.00 = K15, 000.00

100
= K41.10 x 31 days
01st January 2015 Instalment Paid = K 1,274.10
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 01 st August
2015. Date fixed for completion is 01st October 2015.
As at 01st October 2015
37
Date K
15.06.2015 Purchase Price 180,000.00
162,000.00
From 15.06.2015 to
31.07.2015 – 47 days
20 x K162, 000.00
100
= K32, 400.00 ÷ 365 days of the year
= K88.77 x 47 days
01.08.2015 Instalment Paid = K 4,172.19

From 01.08.2015 to
31.08.2015 – 31 days
20 x K108, 000.00
100
= K21, 600.00 ÷ 365 days of the year
= K59.18 x 31days
01.09.2015 Instalment Paid = K 1,834.58

From 01.09.2015 to
30.09.2015 – 30 days
20 x K54, 000.00 = K10, 800.00

100
38
= K29.59 x 30days
01.10.2015 Instalment Paid = K 887.70
RATES CALCULATIONS
Rates are paid to the Lusaka City Council or any other local Council in a district
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 03 rd 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.
As at 10th July 2014
Date K
39
03.02.2014 Purchase Price XXXXXX
Less Deposit XXXXX
XXXXXX
ADD Rates for the period
From 03.02.2014 to
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

From 01.07.2014 to
31.12.2014 – 184 days
@K181.00÷184days=K0.98/day
184days x K0.98 = K181.00
01.07.2014 - 31.12.2014 Rates = K181.00
TOTAL RATES = K329.00
(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
was given to the purchaser on 12 th March 2015 and completion took place on 1st
40
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.
As at 01st September 2015
Date K
Less Deposit XXXXX
XXXXXX
From 12.03.2015 to
30.06.2015 – 111 days
@K365.00÷181days=K2.02/day
111days x K2.02 = K224.22
12.03.2015 - 30.06.2015 Rates = K224.22

From 01.07.2015 to
31.12.2015 – 184 days
@K365.00÷184days=K1.98/day
184days x K1.98 = K365.00
01.07.2015 - 31.12.2015 Rates = K365.00
the purchaser? If the answer is yes calculate the rates.
YES
41
From 01.07.2014 to
31.12.2014 – 184 days
@K365.00÷184days=K1.98/day
K1.98 x 184days = K365.00

From 01.01.2015 to
11.03.2015 – 70 days
@K365.00÷181days=K2.02/day
K2.02 x 70days = K141.40
Question 2
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.
As at 06th June 2015
Date K
Less Deposit XXXXX
XXXXXX
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

From 01.01.2015 to
42
30.06.2015 – 181 days
@K200.00
01.01.2015 - 30.06.2015 Rates = K200.00

From 01.07.2015 to
31.12.2015 – 184 days
@K200.00
01.07.2015 - 31.12.2015 Rates = K200.00
the purchaser? If your answer is yes calculate the rates.
YES
From 01.07.2014 to
16.08.2014 – 47 days
@K200.00÷184days=K1.09/day
K1.09 x 47days = K51.23

From 01.01.2015 to
30.06.2015 – 181days
@K200.00 ÷ 181days = K200.00

From 01.07.2015 to
31.12.2015 – 184days
@K200.00÷184days = K200.00
43
RENT CALCULATIONS
JUNE/JULY 2012 FINAL EXAM
Q.4 (b) You are drafting a Completion Statement. In a contract for sale it was
agreed that vacant possession will be given upon exchange of contracts and the
purchaser shall pay rent of K1, 500.00 per month instead of interest. Contracts
were exchanged on 3rd February 2012 and completion is to take place on 10 th
July 2012. Show how much the purchaser has to pay to the vendor as rent in the
Completion Statement you are drafting. (4Marks)
Date K
Less Deposit XXXXX
XXXXXX
ADD rent for the period

From 03.02.2012 to
28.02.2012 - 26 days
K1, 500.00 ÷ 28days
= K53.57/day
K53.57 x 26days = K1, 392.82

From 01.03.2012 to
30.06. 2012 – 4months = K6, 000.00

44
From 01.07.2012 to
09.07. 2012 - 9 days
K1, 500.00 ÷ 31days

=K48.39/day 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, 000.00. Upon exchange of contracts possession was
given to the purchaser. One flat is occupied by Mr A at a rental of K2,000.00 per
month payable in advance and the purchaser has agreed to purchase subject to
the tenancy of Mr A. Contracts were exchanged on the 10 th 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)
As at 3rd December 2012
Date K
03.12.2012 Purchase Price K650, 000.00
Less Deposit K65, 000.00
K585, 000.00
(i) ADD interest at 20% for
The period from 10.07.2012
To 02.12.2012 – 146days
20÷100 x K585, 000.00
=K117, 000.00 ÷ 365days
=K320, 55/day x 146 days
45
(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
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
46
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)
As at 3rd December 2013
Date K
01.09.2013 Purchase Price K650, 000.00
K585, 000.00
(i) ADD interest at 20% for
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 1 st September 2013 to 31st
December 2013.
Less rent for the three
Flats for the period from
01.09.2013 to 31st
December 2013 – 4 months
(2Flats x K1, 000.00 x 4months) + (K500 x 4months) = K10, 000.00
JULY 2013 EXAM

47
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 1 st 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)
Date K
11.04.2013 Purchase Price K280, 000.00
K252, 000.00
(i) ADD interest @ 20% for
To 10.07.2013 – 90days
20÷100 x K252, 000.00
=K50, 400.00 ÷ 365
=K138.08 x 90days
INTEREST = K12, 427.20
Less Rent from 11.04.2013

To 30.04.2013 – 20days
@K2, 200.00 ÷ 30 = K73.33
48
K73.33 x 20 days = K1, 466.60
Less rent from 01.05.2013

To 30.06.2013 – 2 months K4, 400.00
K5, 866.60
TOTAL INTEREST: K12, 427.20 – K5, 866.60 = K6, 560.60
(ii) Less Rates from 01.01.2013

To 10.04.2013 – 100days
K181.00 ÷181= K1.00
K1.00 x 100 days = K100.00
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.
49
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 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
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 :………………….)
50
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 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)
51
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. 4The registration fee payable at PACRA is 1% of the
mortgage loan with the maximum value of K2, 000.00.
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
1. MORTGAGE DEED
2. CERTIFICATE OF CERTIFICATE OF TITLE
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3. ………………………………………………………
Attestation Clause
THE COMMON SEAL of the said BARCLAYS BANK OF ZAMBIA LIMITED)
Was here unto affixed…………………………………………………………………)
In the presence of……………………………………………………………………...)
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) State consent to assign;
(iv) DR 53;
(v) Property Transfer Tax certificate clearance;
53
(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;
(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.

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)
54
1. WHEREAS by a mortgage (herein called the first mortgage) dated the 18 th
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.
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
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.
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This is as a Deed of Postponement as parties can agree to postpone the 1 st
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

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 30 th June One Thousand Nine Hundred and Ninety
Six created by a lease dated 5 th 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 12 th 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.
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4. AND WHEREAS the Bank has agreed to make further advances to the
Borrower upon the security appearing hereinafter.
Testimonium Clause
IN WITNESS WHEREOF the borrower has set his hand and seal the day and
year first before written.
Attestation Clause
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.

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
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term of 100 years from 1st July One Thousand Nine Hundred and Seventy
Five created by virtue of the Land (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:…………………………….

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, 000.00 from BARCLAYS BANK
58
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………………………………………………………………………..

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.
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
59
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.
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.
60
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 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.
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(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.
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.
62
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 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)]
63
Habendum Clause
TO HOLD the same unto the tenant for the term of 4 years from 14 th July 2014]
Reddendum 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.
(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
Demise Clause
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)
64
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 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 3 rd February 2015 for the term of 3
years and 6 months]
Reddendum Clause
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.

clauses in a lease where the Landlord is letting out offices on the 1 st 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
65
Demise Clause
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 12 th June 2014 for the term of 4years
and 2 months]
Reddendum 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.
(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;
66
(i) K684.30 for the first 2 months of the Fifth year at K342.15 per month;

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 25 th 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
Demise Clause
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 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 25 th
February 2015]
67
Reddendum Clause
K2, 000.00 (Excluding Withholding Tax) payable monthly in advance such said
rent to be increased by 5% compounded each year.
(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;
(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;
68
(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
In consideration of the rent reserved and tenant’s covenants and conditions
Demise Clause
Parcels Clause
FIRSTLY ALL THAT property described in the schedule hereto (hereinafter called
the demised premises)]
AND SECONDLY ALL THAT the property described in the schedule hereto
(hereinafter called the furniture)]
THE SCHEDULE HEREINBEFORE referred to is

1. Bedroom
a. Bed
b. TV
c. Wardrobe
2. Kitchen
a. Stove
b. Fridge
69
c. Micro-wave
3. Living Room
a. Sofas
b. Carpet
c. Cabinet Display
Habendum Clause
TO HOLD the same unto the tenant from 27th June 2015 for the term of 4 years]
Reddendum Clause
YIELDING and PAYING THEREFOR during the said term monthly rent of K2,
500.00.
REGISTRATION/LODGEMENT SCHEDULES RELATING TO LEASES

Q1. Calculate the Registration Fee payable to register a lease where the
Landlord is letting out 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:
70
(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
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 3 % compounded each year.
LODGEMENT SCHEDULE
Relating to Stand 12345
Lusaka
1. Certificate of Title
2. Lease and 2 Copies
3. DR 53
Disbursements
Calculations
(d) K9, 834.54 in the first 6 months of the 5 th 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
71
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 years 2
months from 12th June 2015. The rent payable is K1, 500.00 per 6 months. The
rent is to be increased each 6 months by 4%.
LODGEMENT SCHEDULE
Lusaka
3. DR 53
Disbursements
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;
72
(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;
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 + 684.30
= 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
Q4. Calculate the registration fee in a lease where the Landlord is letting out a
shop on Stand 12345. The lease is for 5 years and 4 months from 25 th February
2015. The rent for the shop is K2, 000.00 payable monthly in advance. The rent
is to be increased each 6 months by 5%.
LODGEMENT SCHEDULE
Lusaka
3. DR 53
Disbursements
Calculations:
(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;
73
(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;
(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.
Annual Average Rent: K12, 000.00 + K12, 600.00 + K13, 230.00 + K13, 891.00 +
K14, 586.06 + K15, 315.36 + K16, 081.14 + K16, 885.20 + K17, 729.46 + K18,
615.96 + K13, 031.16 = K163, 965.34
K163, 965.34 ÷ 64 months = K2, 561.96
K2, 561.96 x 12 = K30, 743.52
K30, 743.52 x 2% for Registration = K614.87
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 1 st
August 2011. The rent payable is K2, 500,000.00 per month for the shop and K3,
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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)
Answer:
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 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 1 st 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)
LODGEMENT SCHEDULE
Lusaka
3. DR 53
Disbursements
5. Registration @ 2% - K1, 359,996.00
NOTE: Calculations to be done separately outside the answer sheet.

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Calculations: K2, 500,000.00 + K3, 000, 000.00=K5, 500,000.00
(a) K66,000,000.00 rent for the first year at K5,500,000.00 per month;
(b) K67,980,000.00 rent for the second year at K5,665,000.00 per month; and
(c) K70, 019,400.00 rent for the third year at K5834, 950.00 per month.
K66, 000,000.00 + K67, 980,000.00 + K70, 019,400.00
=K203, 999,400.00 ÷ 3years
=Average Annual Rent - K67, 999,800.00
Registration at 2% x K67, 999,800.00

=K1, 359,996.00
(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)
Lands and Deeds Registry and PACRA Respectively.
(ii) How much is the registration fee? (1Mark)

K2, 000,000.00 at Lands and Deeds Registry, and K2, 000,000.00 at PACRA
(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.
If your answer is “none of the above” give what you think is the correct answer.
(2Marks)
COVENANTS IN A LEASE
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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 damage 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 4 years
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 created then the Landlord
shall grant to the tenant a lease for the said 3 rd term and subject in all respects to
the same terms and conditions except that the monthly rent shall be as agreed
by the parties:
a. Notice in writing
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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.
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
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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; and
(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.
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
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person exercising the easement must not use force whether 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.
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 Sub-
division.
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.
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(ii) Also used in leases between individuals where a tenant or lessee
want to surrender a lease in the middle way 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 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:
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THIS DEED OF GIFT is made the……….day of………………Two
Thousand and Fifteen BETWEEN CASSY LEGAL LWANGA 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 the term of 100 years from First
July One Thousand Nine Hundred and Seventy Five]
SUBJECT TO the covenants and conditions contained in the 1 st 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:
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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 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:
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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.
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.
REVISION
QUESTION ONE
a)
In a contract for sale, the vendor ABC Limited is selling a proposed subdivision of
stand 13579 to the purchaser Charlie Cinema Limited. The property is being sold
for K150, 000.00. The vendor is also selling equipment as follows:
1 x 6 tractors
1 x 2 wheelbarrows
1 x 2 combine harvester
1 x 3 ploughs
You act for the purchaser. The equipment is K50, 000.00. Your instructions are as
follows:
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Possession is to be given upon exchange of contract and 35% interest is payable
for such possession.
No deposit is payable upon exchange of contract. Draft this in relation to the LAZ
General conditions. Completion is to take place not later than the 10 th of
December 2015.
The purchaser has agreed to pay a quarter of the property transfer tax only.
Supplied with the examination paper is a blank contract for sale form for your
approval. You are to complete the same and return with your answer script.
(20 Marks)
b)
A special condition in a contract for sale reads:
“The date fixed for completion is the first day of the month next after the
date of contract.”
A further special condition reads:

“The purchase price shall be paid in two equal instalments of K100, 000
each payable on the 1st November 2015 and 1st December 2015.”
What amendments, if any, will you make to these special conditions?
(5 Marks)
c)
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If you are purchasing land as well as furniture why would you apportion the
purchase price between the land and the furniture?
(2 Marks)
d)
Your client the vendor dies after executing a contract for sale. How will the
vendor be described in the assignment?
(3 Marks)
QUESTION TWO
a) You act for Charles Chingola who is selling his property to Ken Kabwe. Your
client gives you a lease made between the Lusaka City Council and Nick Ndola
dated the 15th April 1974 and says he has no other documents in respect of this
property, Stand 34567 Lusaka.
(i)From where will you obtain the certificate of title to this property? (2 Marks)
(ii) Whose name will appear as registered owner on the certificate of title? (2
Marks)
(iii)After registration, whose name will be on the title? (2 Marks)
(b)
“The date fixed for completion is within three days of obtaining states consent to
assign or receiving a Property Transfer Tax receipt and Tax Clearance Certificate
whichever happens first”.
Any you going to make any amendment to the above special condition? if so,
draft. (3 Marks)
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c)
What are the implications of giving possession of the property to the Purchaser
prior to completion? (4 Marks)
d)
Name one instance where a practitioner will not be allowed to act for both vendor
and purchaser? (1 Mark)
QUESTION THREE
a)
ABC Limited has 45% Zambian shareholding and 55% foreign shareholding.
ABC Limited is transferring Stand 98765 to XYZ Limited which has an investment
licence. ABC Limited holds 51% shareholding in XYZ Limited.
(i) Are you going to obtain state consent for this transaction? (1 Mark)
(ii) If your answer to (i) is yes, name the documents you will forward to
the Commissioner of Lands.(3 Marks)
(iii) Are you going to apply for an exemption in respect of property
transfer tax?(1 Mark)
(iv) If your answer to (iii) is yes, name the documents you will forward
to obtain the exemption.(3 Marks)
b)
Draft a special condition in a contract of sale where the parties agree that the
possession of the property is to be given upon exchange of contract and the
purchaser is also to pay the entire purchase price on that day.
(2 Marks)
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c)
What does the term beneficial owner imply?(4 Marks)
QUESTION FOUR
(a)
A. You are drafting a contract for sale. The property is registered in the name
of Mary Mazabuka and Martin Mazabuka as tenants in common in equal
shares. Mary Mazabuka has died and Martin Mazabuka has obtained a
Grant of Probate appointing him executor. Draft the Special Condition in
the contract for the sale showing the capacity in which the vendor sells the
property. (2 Marks)
B. Would your answer be different if this property was sold by Mr. and Mrs.
Mazabuka as joint tenants? if your answer is ‘YES’ draft the special
condition showing the capacity in which the vendor sells the property
(2 Marks)
b)
After exchange of contracts, a purchaser finds that the house on the property he
has contracted to purchase is in a dilapidated state.is the purchaser allowed to
rescind the contract? Give a reason for your answer.
(5 Marks)
c)
Draft a clause in a Contract for sale where the Purchaser wants to lease the
property he wants to buy, if he cannot get a loan from his Bankers. The lease will
be for two years as a rental of K2, 000.00 per month payable monthly in
advance.
(3 Marks)
You act for the Vendor who is selling his property to Mr. A.B.C Your client wants
to remain in possession for three (3) months after date of actual completion.
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Draft only the special condition giving effect to your client’s instructions.(2 Marks)
QUESTION FIVE
a)
A special condition in a contract for sale reads:
“The date fixed for completion shall be the date upon which the Vendor
secures the full payment of the purchase price, however it is hereby agreed
between the parties that the transfer and registration of the property in the
name of the purchaser shall take place upon receipt of the payment referred
to in special condition 8(ii) hereof”
Special condition 8(ii) reads as follows:

“A payment of a deposit upon exchange of contracts”
What amendments will you make, if any, to the above special condition?
( 5 Marks)
b)
Your client instructs you to transfer his property to his niece:
(i) Name the document you will prepare to give effect to your client’s
instructions. (1 Mark)
(ii) Is it necessary to apply for consent to assign?
(1 Mark)
(iii) Is property transfer tax payable for this transaction? (1
Mark)
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c)
Name three instances where non Zambians will be allowed to purchase land.
(3 Marks)
d)
Draft a special condition in a contract for sale where it is agreed that upon
exchange of contracts the vendor shall give vacant possession to the purchaser
and the purchaser shall pay the purchase price to the vendor. The vendor will
also give to the purchaser the certificate to Title to the property contracted to be
sold
(3 Marks)
QUESTION SIX
Give the correct answer. Apart from question (a), the rest of the questions have 1
mark each.
a) The following special conditions appear in a contract of sale;
(i) The vendor shall apply for state consent to assign and the purchaser shall pay
the registration fees
(ii) possession shall be given on completion
Are you going to make amendments to these special conditions? if your answer
is yes, what amendments will you make and give a reason for your answer. (4
Marks)
b) The covenant for quiet possession means;
(i) There will be no noise on the property

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(ii) The tenant will occupy the property in a quiet manner
(iii) The neighbours will not make loud noises
(iv) None of the above
If your answer is (iv) give what you think is the correct answer.
c) If you wish to change the date fixed for completion in a contract of sale will you
(i) Execute a deed of postponement

(ii) Execute a deed of rectification
(iii) Execute a deed of variation
d) is property transfer tax payable on
(i) A deed of gift from uncle to niece?

(ii) A deed of transfer from X Limited to Mr X,a shareholder of X
Limited?
e) The Law Association General conditions of sale 1997:
(i) cannot be varied

(ii) cannot be excluded
(iii) can be incorporated in a contract for sale but need not be
(iv) must be included in all contracts for sale
f) You act for the Vendor and are ready to complete the transaction but the
purchaser is not willing to complete. In the circumstances will you:
(i) draft a Deed of Postponement?

(ii) draft a Deed of Variation?
(iii) Re-draft the contract for sale
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If your answer is (iv) which document will you draft?
g) The fee payable to register a caveat is:
(a) K55
(b) No fee is payable
(c) 1% of the purchase price
(d) K50
h) The purchaser has to forward the draft assignment for approval
(i) Within 21 days of date of contract

(ii) 10 days before date fixed for completion
(iii) 10 days after receipt of consent to assign by the vendor
(iv) 10 days after payment of property transfer tax
i) The period of time given to the other party to respond to a notice to complete
is:
(i) 10 days from the date of the notice

(ii) 21 days from the date of the notice
(iii) 14 days from the date of the notice
(iv) 7 days from the date of the notice
j) Who bears the cost of replacing a missing beacon?
(1 Mark)
ANSWERS
1(A)
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AN AGREEMENT made the ______day of ________two thousand and
___________BETWEEN *1 (hereinafter called the vendor)of the one part
and *2 (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 *3ONE HUNDRED
AND FIFTY THOUSAND KWACHA(K150,000)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.
*4IN WITNESS the hands of the parties hereto or their duly authorized agents
the day and year first before written.
SIGNED by:
*5 )
WITNESS
Name:
Address:
Occupation:
SIGNED by:
*6 )
Name:
Address:
Occupation:
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*1. ABC LIMITED, a company incorporated in Zambia and having its registered
office at Lusaka
*2. CHARLIE CINEMA LIMITED, a company incorporated in Zambia and having

it registered office at Lusaka
*3. TWO HUNDRED THOUSAND KWACHA (K200,000.00)
*4. AS
*5. For and on behalf of
*6. For and on behalf of
PARTICULARS
(Description of Property
FIRSTLY ALL THAT proposed subdivision on Stand 13579 measuring

approximately 0.5 hectares which for purposes of identification is more
particularly described n the sketch plan annexed hereto and thereon bordered
red TOGETHER WITH all unexhausted improvements thereon EXCEPT and
RESERVED all mineral oils and precious stones whatsoever under or upon the
said piece of land
AND SECONDLY ALL THAT the property (hereinafter called the

“Equipment”)described in the schedule hereto.
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(a) 1 x 6 tractors
(b) 1 x 2 wheelbarrows
(c) 1 x 2 combine harvester
(d) 1 x 3 plough
Special Conditions
1. The property is being sold subject to the Law Association of Zambia General
conditions of sale 1999 in so far as the same as not inconsistent with or varied by
these special conditions.
2. The vendor’s Advocates are: XYZ Chambers, Plot 212A, Lukanga Road,
Roma Lusaka
The Purchaser’s Advocates are as above.
3. The date fixed for obtaining States consent and any other necessary licence to
assign is 10th March 2015. within three weeks from the date of contract.
4. The date fixed for completion is within three days of the vendor obtaining
states consent to assign and notifying the purchaser thereof. Diagrams
5. The vendor is selling as tenant. beneficial owner
6. Title shall commence with the lease. Certificate of title issued in respect of the
property
7. The property is sold subject to the terms and conditions contained in the lease.
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8. Vacant possession of the property hereby contracted to be sold shall be given
to the purchaser upon exchange of contracts free of rent but interest shall be
payable at the rate of 35% per annum.
9. No deposit shall be payable upon exchange of contracts and General

condition 2a is hereby varied.
10. Each party shall bear its own legal costs except a quarter of the property
transfer tax which shall be paid by the purchaser.
11. The vendor guarantees that the equipment is fit for the purpose it is being
sold.
12. The purchase price of the land hereby contracted to be sold and the
equipment sold alongside it shall be as follows: the land shall be sold for
K150,000 while the equipment shall be sold for K50,000.
13. When vacant possession of the property hereby contracted to be sold is

given to the purchaser upon exchange of contracts, risk in the equipment shall
pass to the purchaser. Title shall only pass on completion.
1(B)
“The purchase price shall be paid in two equal instalments of K100,000
each payable on the 1st November 2015 and 1st December 2015.”
“The date fixed for completion shall be on 1st December 2015.”
1(C)
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Because property transfer tax is only payable on the value of the land, and
not the furniture. Similarly, you pay registration fee (1%) on the value of the
land and not the furniture.
1(D)
If my client dies, the vendor will be described as Personal Representative
in the assignment
QUESTION 2
2(a)(i) Lusaka city council

(ii) Lusaka city council
(iii) Ken Kabwe
2 (b)
“The date fixed for completion shall be within three days of the vendor
obtaining a Property Transfer Tax receipt and Tax Clearance Certificate
which certificate shall be applied for within two days of obtaining state
consent to assign”.
2 (c)
(i) The purchaser becomes a licensee and not a tenant
(ii)The purchaser has to pay interest at 20% per annum on the unpaid
balance of the purchase price
(iii)He has to keep the property in good condition and in its state of
repair
(iv)He is responsible for all outgoings and expenses. At the same
time he is entitled to any income the property generates
(v) He is not deemed to have accepted the vendor’s title
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(vi)when the contract is rescinded, he has to give up possession of the
property forthwith and in the state and condition he got the property
2 (d)
When there is a conflict of interest, or when either party withholds their
consent
QUESTION 3
3(a)(i) Yes
(ii)Application for State consent, consent fees, Investment licence,
Certificate of incorporation, Deed of transfer
(iii)Yes
(iv) state consent to assign, application for exemption form, Deed of
Transfer, Certificate of shareholding
3 (b)
“Vacant possession of the property hereby contracted to be sold shall be
given upon exchange of contracts on which day the entire purchase price
shall be paid.
OR
“Vacant possession of the property hereby contracted to be sold shall be
given upon exchange of contracts and the entire purchase price shall be
paid on that date.
3 (c)
The term beneficial owner implies-
(i) right to convey
(ii) freedom from encumbrances
(iii) further assurances
(iv) Quiet possession
(v) That ground rent and land rates have been paid
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QUESTION 4.
4(a) (i) The vendor is selling as beneficial owner and personal
Representative
(ii) The vendor is selling as beneficial owner
4(b)No. The purchaser cannot rescind because of the principle of caveat

preemptor (Let the buyer beware. The defect is patent. The purchaser
should have known before entering into the contract
4(c)It is hereby agreed between the parties that the following shall happen
if the purchaser is not able to obtain a loan from his bankers-
i)the purchaser shall lease the property hereby contracted to be sold for a
term of two years; and
ii)the monthly payable for the lease shall be K2,000 payable monthly in
advance.
4(d)
Vacant possession of the property hereby contracted to be sold shall be
given to the purchaser three months after the date fixed for completion.
QUESTION 5
(A)The amendment I will make will be to cancel the special condition

because its not workable. This is so because you cannot register the
property when state consent and property transfer tax
certificate/exemption certificate have not been obtained. Secondly, the
special condition, by saying the date fixed for completion shall be when the
vendor has secured the full purchase price” has failed to tell us when that
99
will happen. The special condition is not certain I will therefore redraft the
special condition as follows:
“The date fixed for completion shall be within 3 weeks of the vendor
obtaining a tax clearance certificate and receipt which certificate shall be
applied for within 3 days of obtaining state consent to assign.”
(B) (i)Deed of Gift

(ii) Yes
(iii) Yes
(C) (i) if the non-Zambian is an investor with an investment licence issued

by ZDA
(ii) if the non-Zambian is a commercial Bank registered under the
Companies Act and the Banking and Financial Services Act
(iii) if the non-Zambian is a company and not less than 75% of the
shareholders are Zambians
(iv) if the President has consented in writing to the non-Zambian holding
land
(D)
The parties hereby agree that upon exchange of contracts-
a)vacant possession of the property hereby contracted to be sold shall be
given to the purchaser;
b)the vendor shall give to the purchaser the certificate of title relating to
the property; and
c)the purchaser shall pay the entire purchase price.
QUESTION 6
100
a) Yes I will make amendments. I will cancel the special conditions because
they are already in the LAZ General conditions.(REMEMBER WHAT I HAD
SAID.YOU ARE NOT SUPPOSED TO DRAFT AS A SPECIAL CONDITION
SOMETHING THAT IS ALREADY PROVIDED IN THE LAZ GENERAL
CONDITIONS.AGAIN…GO THROUGH THE LAZ GENERAL CONDITIONS)
b) None of the above. Quiet possession means there will be no interference

by the vendor or any other person claiming through him, with the
purchaser’s possession/enjoyment with the property.(ALSO KNOW THAT
THE TERM BENEFICIAL OWNER IMPLIES RIGHT TO CONVEY,FREEDOM
FROM ENCUBRANCES,QUIET POSSESSION,FURTHER ASSURANCES AND
THAT GROUND RENT AND LAND RATES HAVE BEEN PAID)
c) The answer is none of the above. A contract of Sale is not a deed. YOU
DO NOT USE A DEED OF RECTIFICATION,DEED OF VARIATION OR DEED
OF POSTPONEMENT ON A CONTRACT OF SALE).IF THERE IS A MISTAKE
BEFORE IT IS SIGNED,YOU CAN MAKE AMENDMENTS AND REPRINT A
NEW COPY.IF THE CONTRACT HAS BEEN SIGNED,YOU DO AN
ADDENDUM TO THE CONTRACT(sort of a supplementary contract, with the
new change)
d)(i) Yes. Property transfer tax is not payable only if the transfer is to a
member of the immediate family i.e. spouse or children
(ii) Yes. Property transfer tax is exempted if a shareholder is transferring
to a company as his contribution to the equity of the company. Not where a
company is transferring to a shareholder.
e) (iii) can be incorporated in a contract for sale but need not be
f) The answer is (iv) None of the above. If either party is not willing to
complete, you draft a Notice to complete(KINDLY CHECK MR PATEL’S
101
PRECEDENCE BOOK FOR THE FORM OF THE NOTICE TO COMPLETE.HE
MAY ASK YOU TO DRAFT IT.IT IS SIMPLE THOUGH)
g)K50-Caveat/power of Attorney/court order/withdrawal of caveat
h)I AM NOT SURE IF ITS (I) OR (III).PLEASE CHECK THE LAZ GENERAL
CONDITIONS.YOU ALSO CHECK WHEN THE VENDOR HAS TO FORWARD
THE ENGROSSED ASSIGNMENT BACK TO THE PURCHASER
i) 14 days from date of Notice (I THINK IT SHOULD BE IN GENERAL

CONDITION 20.CHECK IT)
j) Cost of replacing missing beacons are borne by the vendor. The cost of
having beacons pointed out are borne by the purchaser (SEE THE LAZ
GENERAL CONDITIONS)
102

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CONVEYANCING AND LEGAL DRAFTING

LAW ASSOCIATION OF ZAMBIA

PARTICULARS (100 Years)

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

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

5. The Vendor is selling as Beneficial Owner or Personal Representative or

LAND AND FURNITURE/EQUIPMENT/MACHINERY/LIVESTOCK

Land and Furniture

THE SCHEDULE HEREINBEFORE referred to

Land and Equipment/Machinery

THE SCHEDULE HEREINBEFORE referred to:

Land and Livestock

THE SCHEDULE HEREINBEFORE referred to:

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

Law Association of Zambia

Sale relating to:

There are nine steps involved in a transaction where a person is selling

STATE CONSENT TO ASSIGN

PROPERTY TRANSFER TAX (PTT)

Exemptions – PTT is not payable:

b. When a Holding Company is transferring property to its subsidiary. The Act

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

PARTIES CLAUSE: BETWEEN ABC of Lusaka in the republic of Zambia

For 100 Years Lease Recitals

Personal Representative Recitals for 99 years

Personal Representative Recitals for 100 years

Surrender of land held by a Council

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

Recitals for Subdivision (Exam Material)

TESTATUM CLAUSE: NOW THIS DEED WITNESSETH as follows:]

CROPHR Where Vendor Selling As A Beneficial Owner

RECEIPT CLAUSE: (the receipt whereof the vendor hereby acknowledges)]

CROPHR Where Vendor Is Selling As Personal Representative

RECEIPT CLAUSE: (the receipt whereof the vendor hereby acknowledges)]

OPERATIVE CLAUSE: the vendor as Personal Representative HEREBY

CROPHR Where Mortgagee Is Selling

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

CROPHR Where Company Is Selling Through the Liquidator

RECEIPT CLAUSE: (the receipt whereof the company hereby acknowledges)]

OPERATIVE CLAUSE: the company as beneficial owner acting through the

Habendum Clause Hints for Exam

(2) Any statement or reference contained in any document or Instrument

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

Question: Draft the Habendum clause in an assignment where the vendor X

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

Where Vendor Is an Individual and Purchaser Is a Company

Where Vendor Is a Company and Purchaser Is an Individual

Where Registrar Is Executing an Assignment

Where Power Of Attorney Is Given

S - SCHEDULE – Refer to the schedule notes above.

Where either Vendor or Purchaser Is a Company

Drawn By: ____________

Drawn By: ___________

Drawn By: ___________

Subdivision A of Stand 12345

Subdivision B of Stand 12345

Drawn By: ___________

Drawn By: ___________

Drawn By: ___________

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

Total Registration Fees = K400.00

Drawn By: ___________

Total Registration Fees = K2,350.00

Drawn By: ___________