Cost effective and practical premises are crucial to businesses. We at VS&H are used to dealing with large scale land and property acquisitions both for buyer and seller. Our selling clients have included large scale agri-businesses selling off development land and our buying clients range from commercial landlords acquiring warehouses for multi-occupancy letting to engineering businesses upgrading to new factory premises. In all cases the subject matter, land, is a common feature, but the structure that the transaction takes can vary very widely, driven by a wide range of commercdial considerations.

Some typical issues that arise in transactions:

It is commonplace for residential developers to seek to acquire options to buy land at some future date. These are generally granted for a realtively small premium (up front fee) buy will normally include strong provisions requiring the option holder to endeavour to obtain planning permission for development of the land in a reasonable period. Penalties, up to and including the loss of the option right, are often applied if the option holder fails to press ahead vigorously. Most options also contain strict time limits after which they lapse. The exercise price (i.e. the price at which the land is bought from the seller) generally reflects a discount on the market value of the land at the time of sale, to cover the costs of the option holder incurred in obtaining planning (which can be very considerable) and the original premium paid.

The option structure is beneficial both for the buyer, who has some degree of certainty that he will get access to the land in due course, and to the seller, who often has insufficient funding and/or expertise available to obtain effective planning consent for the land.

Option agreements are very complex documents, reflecting the large amount of "risk" spend that the option holder may have to make to gain a large development gain on the land. VS&H have considerable experience in drafting, closing and policing such agreements.

Land in itself is of little value unless the owner can use it as he wishes. Whilst planning consents are generally the primary issue in this area, it is important not to lose sight of, for instance, access and service rights over adjacent land and also over the land itself. It can be crucial, in the former instance, to ensure that sufficient access rights for the use to which the land is sought to be put are reserved from the owner of a plot of land where he has sold part to a developer. It is not generally suifficient simply to leave the access rights to "those subsisting at the time of sale" - a right to drove sheep up an access track twice per annum will not suffice if the developer wishes to build 30 houses on the former sheep pen! In the latter, the existence of a drainage easement for the local farmer over the sold can easily reduce the development densith potential of land by 50% or more.

In addition, if development land has been passed from developer to developer over a number of years, perhaps whilst enhanced planning consents have been obtained, it can be realtively easy to overlook, for instance, the covenant given when the land was first sold that only buildings of one storey be built .....

Development land is perhaps the last bastion of "unregistered land law". By their nature, most greenfield sites are currently in agricultural or other rural use prior to their sale fo development. Many farms have grown by gradual acretion over decades or even centuries. Farms tend to pass down through familes or family businesses and not on sale. Thus many farm holdings have avoided being registered at the Land Registry and title to them is still established by the old system of title deeds.

Since it is not uncommon to find half a dozen or more unregistered titles within a 25 acre plot over which an option for development is being granted, served by drainage or access easements over three or four other titles over adjacent land and subject to similar grants in favour of other land, a considerable degree of skill is required to assemble the "jigsaw" of title for the seller.

VS&H have the advantage that our "home" territory only became subject to compulsory registration relatively recently and our land lawyers retain the analytical skills necessary to piece together such titles.