Restaurant Sale Agreement Template for England and Wales

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Key Requirements PROMPT example:

Restaurant Sale Agreement

"I need a Restaurant Sale Agreement for the sale of my small Italian restaurant in Manchester, including all kitchen equipment and transfer of alcohol license, with completion planned for March 2025."

Document background
The Restaurant Sale Agreement is essential when transferring ownership of a restaurant business in England and Wales. This document is used to formalize the sale of restaurant operations, covering everything from physical assets to intellectual property rights. It ensures compliance with relevant food safety regulations, licensing requirements, and employment laws, particularly TUPE regulations. The agreement protects both parties by clearly defining what is included in the sale, the terms of payment, and any warranties or representations made by the seller.
Suggested Sections

1. Parties: Details of the seller and purchaser of the restaurant business

2. Background: Context of the sale and brief description of the restaurant business being sold

3. Definitions: Key terms used throughout the agreement including Business, Assets, Employees, Premises, etc.

4. Sale and Purchase: Core terms of the transaction including purchase price, payment terms, and what constitutes the business being sold

5. Assets Included in Sale: Comprehensive description of all assets being transferred including equipment, inventory, intellectual property, and goodwill

6. Completion: Details of the completion date, completion requirements, and transfer process

7. Warranties: Seller's warranties regarding business operations, compliance, employees, assets, and financial statements

8. Employee Provisions: TUPE implications, employee transfers, and related employment matters

Optional Sections

1. Property Assignment/Transfer: Terms for transfer of freehold property ownership when premises are owned rather than leased

2. Lease Assignment: Terms for transferring existing lease agreement and obtaining landlord consent where premises are leased

3. Non-Competition Covenant: Restrictions on seller's future business activities to protect the purchased business's goodwill

4. Post-Completion Services: Terms for any transitional services or training to be provided by seller after completion

Suggested Schedules

1. Schedule 1: Asset Register: Detailed inventory of all tangible and intangible assets included in the sale

2. Schedule 2: Property Details: Details of premises including lease terms or freehold information

3. Schedule 3: Employee Information: List of employees, their roles, length of service, and key employment terms

4. Schedule 4: Licenses and Permits: Details of all operational licenses, permits, and certifications

5. Schedule 5: Warranties: Comprehensive list of seller's warranties about the business

6. Schedule 6: Financial Information: Recent financial statements, management accounts, and other financial data

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE): Key business transfer legislation that protects employees' rights when a business changes ownership

Employment Rights Act 1996: Fundamental legislation governing employment rights and business transfers in the UK

Companies Act 2006: Primary legislation governing company law and corporate transactions in the UK

Landlord and Tenant Act 1954: Governs commercial property leases and tenant rights in business premises

Law of Property Act 1925: Fundamental property law legislation affecting real estate transactions

Land Registration Act 2002: Governs the registration of land and property ownership in England and Wales

Food Safety Act 1990: Primary legislation ensuring food safety standards in food businesses

Food Hygiene (England) Regulations 2013: Specific regulations governing food hygiene standards and practices

General Food Law Regulation (EC) 178/2002: European-derived legislation establishing food safety principles and requirements

Licensing Act 2003: Governs the licensing of premises for alcohol sales and regulated entertainment

Health and Safety at Work Act 1974: Primary legislation ensuring workplace safety and health standards

Workplace (Health, Safety and Welfare) Regulations 1992: Specific regulations governing workplace conditions and safety requirements

Sale of Goods Act 1979: Governs the sale of business assets and equipment

Supply of Goods and Services Act 1982: Legislation covering the provision of goods and services in business transactions

UK GDPR: Data protection legislation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection requirements and principles

Environmental Protection Act 1990: Legislation governing environmental obligations and waste management

Value Added Tax Act 1994: Primary legislation governing VAT obligations in business transactions

National Minimum Wage Act 1998: Ensures compliance with minimum wage requirements for employees

Working Time Regulations 1998: Governs working hours, rest periods and leave entitlements

Equality Act 2010: Protects against discrimination and promotes equality in the workplace

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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