Negotiations on a complex transaction for the purchase of commercial premises have been completed

Negotiations on the purchase of commercial premises near the Dynamo metro station began in early October. The premises had their own characteristics and difficulties for the client to purchase: at first it was owned by a legal entity that took it on loan against collateral; then the premises were sold to an individual founder of this LLC (that is, an interested party transaction) without extra charge and with installments for almost a year, and shortly before the transaction with the client itself the ownership of an individual (seller) was registered.

The seller's condition was to receive the first part (about 50%) of the funds even before signing the main purchase and sale agreement and without removing the collateral. In this case, registration of the transaction without removing the encumbrance in the form of collateral is impossible, and the risk of losses on paid payments was high. An additional complication was the fact that the buyer did not have the entire amount to purchase real estate, but wanted to use credit funds to repay part of the cost of the premises. But it was very difficult to do this under the circumstances mentioned above. In this regard, the company's lawyers needed to ensure that the client received a "clean" room without the seller's collateral to access the bank secured by this room.

The lawyers of the Madrok company calculated all the risks of the transaction (corporate, risks of an individual and the real estate itself), proposed a scheme: first, a preliminary contract of sale of the seller with the buyer is signed, which sets out the terms of not only the future transaction, but also the obligations of the seller to pay the debt under the contract of sale of a legal entity for the purpose of withdrawal encumbrances in the form of collateral. The lawyers also engaged an additional individual to insure the transaction (the guarantor).

After signing the first preliminary agreement, negotiations between the parties continued and resulted in the signing of another preliminary agreement, which changed the terms of the first one. In particular, the seller revised the conditions for "clearing" the premises of its collateral, and also began to demand interest for the time while the buyer was looking for the remaining amount under the contract. The lawyers had to make additional efforts to protect the interests of the client.

During long and difficult negotiations, the parties came to an agreement and on December 20, 2023, signed the main contract for the purchase and sale of the premises. On December 29, 2023, the contract was submitted to register the transfer of ownership to the relevant authorities.

29.12.2023