Commercial Property

Adapting to the specific needs of our clients

The property needs of a business are always changing. You might be purchasing or selling (both land and/or business or parts of such), leasing or looking to enter into other types of transactions (such as obtaining security, option or overage agreements).
In relation to commercial property we recognised that each owner, tenant, prospective purchaser or investor will have their own specific needs and circumstances. With over 35 years combined experience between our commercial property solicitors, we have helped hundreds of individuals, partnerships and companies through a wide variety of transactions ranging from thousands to millions of pounds.

Types of transactions we commonly act in:

1. Business sales and purchases (including share sales/purchases);
2. Leases and related documents;
3. Option and Overage Agreements;
4. Purchase and sale of development land and plot sales;
5. Secured financing;
6. Collateral warranties; and
7. Commercial Property Litigation.

If you wish to make an enquiry, please contact us on 01795 664431 and ask to speak to either Mr Timothy Bancroft or Mr Samuel Bancroft.

Business Sales & Purchases

Each transaction involving the purchase and sale of a business will have elements very particular to the circumstances and in assisting you we always look to provide as clear commercial and practical advice as possible.

Our work in acting for you can often involve a wide variety of tasks, such as:

• Acting in the negotiation of the Heads of Terms, in particular agreeing the method by way a transaction will take place (for example, some transactions involve simply an asset sale/purchase, some involve the transfer of employees and others may instead be a share sale/purchase);
• Non-disclosure agreements – sellers, in the course of negotiating terms, often wish to ensure that the confidential business information they are sharing (in particular as the purchaser may be a competitor), is kept safe and only used for proper purposes;
• Drafting and negotiating the terms of the contracts (for the sale/purchase of land, specific assets, shares, goodwill, etc.);
• Undertaking due diligence and advising you of any relevant discovery;
• Liaising with other professionals acting for you, for example your accountant;
• Advising you on tax implications;
• Advising on disclosure letters, warranties, indemnities and potential liabilities;
• Advising on and dealing with employee issues (such as terms of service, redundancies, post-termination restrictions, consultation agreements, etc.);
• Dealing with and advising you on any financing arrangements and documents; and
• Dealing with a variety of ancillary matters, such as resolutions by company shareholders and Directors meetings minutes and decisions, filings with Companies House, etc.

Commercial Leases

We act for both Landlords and Tenants in relation to Leases of commercial property. In doing so we typically act and advise on the following:

• Drafting and negotiating Heads of Terms;
• Drafting and negotiations new leases;
• Advising and dealing with the relevant due diligence;
• Advising on and acting in Assignments (transfers of existing leases)
• Advising on and acting in relation to Repairs and other expenses;
• Advising on and acting in relation to Break Clauses and the exercise of such;
• Negotiating and acting in Rent reviews;
• Advising on and acting in issues arising from the Landlord & Tenant Act 1954; and
• Disputes and Litigation both after and during the term of a Lease.

Option & Overage Agreements

Option Agreements are entered into by an owner and a potential purchaser in return for a non-refundable sum of money (or other consideration), for a certain period of time. These agreements are usually used to secure an potential opportunity prior to expenditure on pre-purchase steps (particularly when an outcome cannot be guaranteed, such as whether or not planning permission [or planning permission in a certain form], can be obtained). Depending upon the circumstances there are different types of agreement:

1. A Call Option: the prospective purchase will obtain the right to buy the property from the owner for an agreed price or a price calculated by an agreed method. The prospective purchaser cannot be forced to buy but can force the owner to sell to them (for a specific agreed time period);
2. A Put Option: the owner has the right to sell to the prospective purchase (who is obliged to purchase), for a specific period of time at a specific price or a price calculated by an agreed method.
3. A Cross Option: this is where the prospective purchase obtains a Call Option and the owner obtains a Put Option.
4. A Reverse Option: these can sometimes be used to secure an Overage (see below). The seller receives an option to buy back the property in the event that the overage payment due is not paid in accordance with the terms of the overage.

Overage Agreements are a way of a seller benefiting financially from future increases in value of property. The Agreement, which is part of the sale, entitles the seller (who was the owner), to a proportion of any future financial increase in the value of the property (i.e. if the property obtains planning permission), if such takes place within an agreed period of time.

Purchase & Sale of Development Land and Plot Sales

Purchases and sale of development land, and subsequent plot sales prior to, in the course of or after the development has been completed often require detailed legal advice from the outset as there are often a variety of actual and potential issues affecting land in addition to a variety of options surrounding the mechanics of the transaction(s); such areas often requiring our assistance are rights of way and access to the site, roads, sewers, drainage, boundaries, planning consent(s) and restrictive covenants which would prohibit or hinder development.

Collateral Warranties

Collateral warranties are contracts between main contractors, sub-contractors and the professional consultants (such as architects and surveyors) involved in the construction of commercial property. Under the collateral warranties such parties warrant the effect of the terms within the relevant underlying contracts; i.e. the architects underlying contract shall contain terms as to the design (e.g. quality of), etc.

The collateral warranties are then granted in favours of developers, investors, purchasers, tenants and lenders of the property constructed.

Ensuring not only that such are in place but that the terms provide sufficient coverage is of vital importance for any owner/occupier/lender.

Commercial Property Disputes & Litigation

We frequently act and advise upon a wide variety of types of commercial property litigation such as:

1. Disputes concerning commercial property or development sites concerning development agreements, including easements and covenant disputes;
2. Business lease renewals (both contentious and non-contentious);
3. Dilapidation claims;
4. Rent arrears (and other sums) claims;
5. Service charge disputes;
6. Rent review disputes;
7. Recovering possession;
8. Disputes arising from transactions concerning leases (such as assignments, alterations, changes of use, sub-lettings, breaches of covenant, etc.).