How to check that conditions precedent have been met before completion

Before you book a completion date, the matter file should contain documentary evidence that every condition precedent in the contract has been satisfied. If that evidence isn't there, completion shouldn't proceed.

Why conditions precedent need active verification

A contract for the sale of land, a commercial property transaction, or a complex conveyance will often include conditions precedent — things that must happen before the parties are obliged to complete. Common examples include the buyer securing finance, the seller discharging a mortgage or charge, a planning consent being granted, or a building inspection report coming back clear.

The problem in practice is that conditions precedent can become invisible as a matter progresses. The parties are focused on the completion date, the file is moving, and there's an assumption that if everyone is ready to complete, the conditions must be satisfied. That assumption is one of the more reliable ways to discover a problem after the deed has been executed.

Active verification means going back to the original contract, listing every condition precedent, and confirming with a document in hand that each one has been met before the completion date is confirmed.

What counts as evidence of satisfaction

The form of evidence depends on the condition:

• Finance condition: written confirmation from the lender that the loan is approved and funds will be available on the completion date — not just a verbal indication from the client.
• Discharge of mortgage or charge: an up-to-date search from the land registry showing the charge has been removed, or a copy of the executed discharge with confirmation of registration.
• Planning or regulatory consent: the original decision notice or consent letter from the relevant authority, with a reference number that can be verified.
• Survey or inspection clearance: the report itself, dated before completion, confirming the specific condition has been cleared.
• Pre-conditions falling on the other side: a document signed by or on behalf of the party who was required to do something, confirming that the act was done.

For each condition precedent in the contract, there should be a corresponding document in the file. A client telling you the condition has been met is not sufficient.

A practical review process

The verification process has three stages.

When the contract comes in, extract every condition precedent from the text and note it in the matter file alongside the type of evidence needed to satisfy it. This step is often skipped because the priority at exchange is getting the transaction moving. It is worth doing immediately: conditions that go unrecorded tend to go unchecked.

When the client says they are ready to complete, go through the list. For each condition: is the document in the file? Is it the right type of document? Does the date make sense against the contractual timelines? If the answer to any of those questions is no, the completion date should not be confirmed until the gap is closed.

If something is missing, go back to the relevant party before anyone is called in to complete. Discovering that a condition has not been met on the day of completion — with clients present and the conveyancer's diary blocked — is avoidable, and the check that avoids it takes a fraction of the time that the delay costs.

When a condition is not satisfied by the agreed date

If the review turns up a condition that isn't satisfied, the options depend on what the contract provides:

• Extension of time: if the contract allows the parties to extend the period for satisfying a condition, that extension should be agreed and recorded in writing — not left as an informal understanding.
• Partial satisfaction: if the condition has been met in substance but the formal documentation hasn't arrived, identify exactly what document is outstanding and hold the completion date until it does.
• Waiver: some contracts allow a party to waive a condition. If that is the route being taken, the waiver must be in writing and on file before completion, not mentioned in passing on the day.

What the file should never show is a completion that went ahead without a record of how a particular condition was handled. The absence of that record creates exactly the kind of uncertainty that becomes difficult to resolve later.

Recording the verification in the matter file

Once all conditions have been checked and the supporting documents are in place, make a short note in the matter file recording what conditions were in the contract, what document was used to confirm satisfaction of each one, and who carried out the check. That note does not need to be long — a few lines per condition is enough.

The practical value of that record extends beyond the transaction itself. If the matter is handled by more than one fee earner, anyone picking up the file can see immediately that conditions have been verified. And if questions arise later about the completeness of the pre-completion review, the note answers them.

If you'd like support with document review and verification in your practice, VerifyAct has tools built for that.