Tuesday, March 20, 2007

Purchasing Real Estate in Sweden - Notes on Purchase of Commercial Real Estate including Tenement Buildings - Signatures

It should be kept in mind that the managing director of a selling company normally would not be authorised to sign the purchase agreement in his capacity as managing director.

The agreement should be signed by authorised signatories as stated in the registration certificate.

A managing director has the right to enter into agreements in the daily course of business but a sale of real estate does not normally fall within that category. However, it is not uncommon that the managing director has been appointed sole signatory of the company, in which case his signature, of course, is enough.

Friday, March 16, 2007

Purchasing Real Estate in Sweden - Notes on Purchase of Commercial Real Estate including Tenement Buildings – Guarantees related to Tenants

Normally a purchase agreement for tenement building should include guarantees in respect of the rent level, the payment discipline of the tenants and any disputes with tenants. All tenement contracts should also be made available to the purchaser prior to signing.

Wednesday, March 14, 2007

Purchasing Real Estate in Sweden - Notes on Purchase of Commercial Real Estate including Tenement Buildings - Environmental issues

As a purchaser of commercial real estate, you acquire the risk of being liable for any necessary clean-up and after-treatment measures; provided that the previous owners conducting an environmentally hazardous activities causing pollution are not able to pay for these measures. However, if the purchaser did not know or should not know of the pollution he is free of this responsibility.

If we assume that the seller did not inform the purchaser of any pollution and even if he guaranteed that the real estate was free from pollution, the purchaser may have acquired liability, because he ought to have known.

It is a general principle in Swedish law as mentioned in a previous post that a purchaser of real estate has an obligation to investigate the real estate thoroughly. The purchaser is not able to claim that he should be entitled to rescind the purchase contract nor to compensation for “hidden defects”, if such defects would have been possible to find at a competent investigation of the real property prior to the purchase. The same principle may be said to apply also to pollution.

A purchaser of real property has to safeguard himself against unwanted and unknown liabilities to the extent possible and should at least carry out a thorough environmental due diligence to ascertain the possible risks of environmental liability. This should preferably be done separate from the normal real property due diligence as the investigators called in most probably should have different fields of expertise.

The due diligence investigation under the Swedish Environmental Code must first of all include a thorough ocular investigation. Should any land unevenness, rusting barrels or drums be visible, this must cause added investigations e.g. digging and analyzing soil samples. Normally, an investigation under the Swedish Real Property Code could be limited to non-destructive investigation. The purchaser need thus not open up floors or walls or start digging, but if there is an indication that something might be wrong such investigations have to be made.

It is also clear that a purchaser has an obligation to find out what kind of business activities have been carried out on the property to be purchased. Any indication that such activities could have entailed a risk for pollution, such aspects must be deemed to cause additional investigations.

The Purchase Agreement should provide for a compensation from the seller if, and, when, the purchaser is required to undertake and pay for the clean-up and after-treatment measures. It should, however, be noted, as very important point, that no agreement between the seller and the purchaser will influence the purchaser’s after-treatment measure responsibility towards the authorities; even if such an agreement may give the purchaser the possibility to seek compensation from the seller e.g. due to a breached guarantee.

Tuesday, March 13, 2007

Purchasing Real Estate in Sweden - Notes on Purchase of Commercial Real Estate including Tenement Buildings

In addition to what is applicable to private homes / villas certain points need to be considered if the object of a purchase is a commercial real estate or a tenement building.

Certain issues have already been mentioned such as permits but the following should also be kept in mind.

  • Environmental issues
  • Guarantees related to tenants
  • Signatures

These points will be covered in later posts.

Monday, March 05, 2007

Purchasing Real Estate in Sweden - Registration of new owner

The buyer should register his title to the real estate within three months of completing the transfer. However, failure to register the title within the stipulated time will not make the purchase invalid.

The registration in the Land Register is important for many reasons; mainly because it gives the buyer – in good faith – priority to title from the day of application for registration. As mentioned before, i.a. in this post, it is also necessary for the buyer when applying for mortgages.

Thursday, March 01, 2007

Competitor to Swedish Law Blog???

A friend of mine alerted me to a site called swedishlaw.com

Interesting! So off I went to the site.

  • The first thing I noted was that the left side links seemed a bit curious for a site devoted to “Swedish law” e.g. Swedish Bitters, Sweden Travel, Sweden Hotel, Swedish fish, Swedish food, Flight to Sweden. But the links lead you to other links about Swedish bitters, hotels etc. at least. So far so good!
  • The second link was to “Bankruptcy Law Reform”. Hmm, interesting but the new Bankrutcy Act was enacted in 1987/88 in Sweden? No breaking news. When I followed the link I got to a list of new links – about English bankruptcy issues. I learnt that “ It Is Possible to Avoid Bankruptcy”. Good to know but not so Swedish.
  • Next link. “Law blog” New list of links. The only one related to blogs was “AOL Women - Community Blogs”. Otherwise there were some interesting links. You could getUnlimited legal advice for only £12.75 for six months”. I did not check the site but I think that we are still using the Swedish Krona (SEK) here in Sweden!
  • The link “Law school” seemed interesting. Well, if I should go to law school again and learn some Swedish law I do not think “University of Edinburgh, School of Law” would be my first choice. But it was the first link I saw. No Swedish links.
  • The links to “Common law” and “Federal law” could not refer to Swedish law as we do not have a common law system or any federal legislation.
  • The best laugh I got when I clicked on “Sweden Map”. I got two links, one to “Free Download to Learn Swedish Fast” and to “Switzerland Maps”. Well, it is easy to mix up Sweden and Switzerland, but at a site called swedishlaw? Come on!!!

So that site is not a very useful site, if you are interested in Swedish law, but if you have a sweet tooth, do follow the link suggested by swedishlaw.com and check out ebay uk for Swedish Fish.