Blank Spaces in Contract

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I was recently involved in attempting to resolve a dispute between a Seller and a Purchaser relating to the “blank spaces” in a deed of sale. All standard deeds of sale used by estate agents contain blank spaces which have to be completed relating for example to the amount of the purchase price, the date of occupation, the occupational rental payable etc.

One of the parties to the abovementioned recent dispute claimed that certain details had, unbeknown to them (and without their consent) been inserted in the deed of sale after they had signed it. Space does not allow me to set out the facts applicable to the particular dispute or to comment on how the manner in which blank spaces are dealt with may affect the validity of the contract but hopefully the following general comments may be of assistance to readers.

In a previous article I mentioned that the golden rule with regards to blank spaces in a deed of sale is “complete them or delete them”. In other words if the paragraph containing the space is applicable then the relevant details should be inserted in that space. If the paragraph is not applicable then the paragraph should be deleted by drawing a line through it and the parties should initial next to the paragraph or alternatively appropriate words should be inserted in the space. By way of an example almost all estate agents deeds of sale have a standard clause pertaining to the payment of occupational rental by the purchaser. This paragraph contains a blank space in which the amount of occupational rental payable (if applicable) is inserted. If occupational rental is payable the amount must be inserted. If occupational rental is not payable then the clause should be deleted or at the very least the word “nil” should be inserted in the space. Never leave the space blank.

Regarding blank spaces I am often asked whether the details inserted in these spaces should be initialled by the parties. There are two schools of thought on this issue. The first school is of the opinion that the details inserted should be initialled as it is an indication by the parties that the details were filled in when they signed the contract i.e. not left blank and then filled in later. The second school argues that such details should not be initialled as it leaves the way open for a dishonest party to unilaterally change the details at a later stage. For example if occupational rental is inserted as R3000.00 per month and both the seller and the purchaser initial next to the amount an unscrupulous seller could change the amount to say R3500.00 and it would appear from the contract as if the increase in occupational rental has been agreed to and initialled by both parties. Clearly neither of the above methods provides a perfect solution.

There is however a simple practical way to eliminate the problem namely, each party should make a copy of the contract immediately after signing it and then keep this copy in their possession. Once the purchaser has signed the contract he should make a copy before releasing it for signature by the seller. Similarly, the seller, after having signed the contract, should make a copy before releasing the original. Both the seller and the purchaser will then have proof of the terms and conditions that were contained in the contract when they signed it.

I would like to wish all my clients and readers of this column a safe and merry Christmas and a prosperous new year.

Sloan Wilson specialises in Property Law and Conveyancing and can be contacted on 041 374 6466

(Disclaimer: This article is for information purposes only and do not constitute legal or other professional advice)