Property Development Solicitors

Commercial Property Development Solicitors

Property development transactions involve much more than acquiring a piece of land.

A viable development may depend upon title, access, services, restrictive covenants, easements, planning strategy, funding, neighbouring rights, development agreements and the ability to acquire or control all of the land required for the project.

At Knights & Shah Solicitors, we advise developers, investors, landowners and businesses throughout the property-development lifecycle.

Our work includes:

• Development site acquisitions
• Site assembly
• Development agreements
• Conditional contracts
• Option agreements
• Overage agreements
• Promotion agreements
• Joint venture arrangements
• Collaboration agreements
• Pre-emption and first-refusal arrangements
• Development finance and security
• Rights of way and access
• Easements
• Wayleaves
• Rights to light
• Restrictive covenants
• Utility and service rights
• Pre-lets and agreements for lease
• Forward funding and forward sale structures
• Development disposals
• Plot sales
• Commercial property due diligence

We focus on the legal structure underpinning the development and how it supports the client's commercial objective.

Who We Advise

Our property-development work can support:

Property developers

Commercial property investors

Landowners

Development companies

Special purpose vehicles

Joint venture partners

Owner-managed businesses

Corporate occupiers

Portfolio owners

Funders and borrowers where appropriate

Whether the project involves a single commercial development site or a more complicated land assembly, the legal strategy should be considered from the outset.

Development Site Acquisitions

The acquisition of a development site requires a different level of investigation from the purchase of an existing operational property.

The question is not simply:

Can the client acquire good title?

It is also:

Can the client actually deliver the proposed development on this land?

We consider matters including:

• Ownership
• Title boundaries
• Access
• Rights of way
• Rights for utilities and services
• Restrictive covenants
• Easements
• Existing charges
• Third-party rights
• Occupational interests
• Existing leases

Development restrictions

Rights affecting neighbouring land

Title restrictions

Development finance requirements

HM Land Registry title information can reveal mortgages, restrictive covenants and easements affecting registered land, making detailed title investigation an important part of development due diligence.

Development Site Due Diligence

Due diligence should be directed towards the intended development rather than treated as a generic conveyancing exercise.

We can investigate:

Title

Who owns the site and whether the seller has the legal ability to transfer everything the developer expects to acquire.

Boundaries

Whether the registered title and plans correspond sufficiently with the physical site and proposed development.

Access

Whether the site has adequate legal rights for construction, occupation and future use.

Services

Whether appropriate rights exist or need to be obtained for electricity, water, drainage, telecommunications and other infrastructure.

Restrictive Covenants

Whether private restrictions could prevent or interfere with the proposed development.

Easements

Whether the site benefits from the rights it requires and whether third-party rights burden the land.

Existing Occupiers

Whether tenants, licensees or other occupiers could affect possession or the development timetable.

Charges and Restrictions

Whether lender consent, certificates or other requirements need to be satisfied.

This investigation can identify issues while the developer still has the opportunity to renegotiate, restructure or reconsider the transaction.

Planning Permission Does Not Override Private Property Rights

Obtaining planning permission does not necessarily mean that a development can proceed free from private property restrictions.

A site may have planning permission but remain affected by:

Restrictive covenants

Rights of way

Easements

Rights to light

Third-party ownership

Access restrictions

HMCTS specifically confirms that a restrictive covenant can prevent development even where planning permission has been obtained.

Planning and private property rights therefore need to be considered separately.

Where specialist planning advice is required, we can coordinate the property transaction with the client's planning consultants or specialist planning lawyers.

Development Agreements

A development agreement can regulate the relationship between parties involved in delivering a development project.

Depending upon the structure, it may address:

Development obligations

Construction requirements

Project milestones

Conditions

Funding

Infrastructure

Access

Services

Completion

Disposal

Risk allocation

Default

Termination

The agreement needs to reflect both the legal ownership structure and the commercial project.

Our dedicated Development Agreements service considers these structures in greater depth.

Conditional Contracts

A developer may want to acquire land only if specified conditions are satisfied.

A conditional contract can make completion dependent upon matters such as:

• Planning permission
• Satisfactory planning outcome
• Access arrangements

Site assembly

Third-party consents

Other agreed conditions

The drafting needs to address:

What constitutes satisfaction of the condition

Who controls the relevant process

Longstop dates

Appeals

Extensions

Costs

Termination rights

Completion following satisfaction

The conditions should be sufficiently precise to avoid uncertainty over whether the acquisition must proceed.

Option Agreements

An option agreement can give a developer the right, without necessarily imposing an immediate obligation, to acquire land during an agreed period and on specified terms.

Options may be useful where the developer needs time to:

Pursue planning

Investigate viability

Assemble adjoining land

Arrange funding

Resolve title issues

Carry out technical investigations

Important provisions can include:

• Option period
• Option fee
• Exercise mechanism
• Purchase price
• Valuation formula
• Planning obligations
• Access for investigations
• Landowner restrictions
• Protection of the option against the title

Options can therefore allow a developer to secure strategic control of land before committing to acquisition.

Overage Agreements

An overage arrangement allows a seller or landowner to receive an additional payment if a specified future event occurs after the land has been sold.

Triggers may relate to matters such as:

• Grant of planning permission
• Implementation of development
• Disposal
• Increased development value
• Achievement of another agreed event

Overage drafting requires particular care.

The parties need to establish:

Trigger

Duration

Calculation

Payment date

Valuation procedure

Anti-avoidance provisions

Security

Successors in title

Dispute mechanism

Poorly structured overage can create uncertainty many years after completion.

Promotion Agreements

Under a promotion arrangement, a landowner may appoint a promoter to pursue planning or other development objectives before the land is marketed or sold.

The agreement may address:

Promoter's obligations

Planning strategy

Costs

Minimum price

Marketing

Sale process

Promoter's return

Landowner controls

Duration

Termination

The interests of the landowner and promoter are not identical, so the agreement needs to allocate decision-making rights clearly.

Pre-Emption and Rights of First Refusal

A landowner may grant another party a contractual opportunity to acquire land if the owner later decides to sell.

These arrangements differ from options because the acquisition right may depend upon a future decision or event rather than being immediately exercisable.

The agreement should clearly address:

Trigger event

Notice procedure

Price

Timescale

Competing offers

Transfer restrictions

Protection against the title

They can be useful in strategic development and site-assembly arrangements.

Joint Venture Property Development

Developments are frequently undertaken by parties contributing different resources.

One party may contribute land.

Another may provide:

Capital

Development expertise

Construction capability

Management

Commercial contacts

A joint venture arrangement needs to establish how the project will operate and how value and risk will be shared.

Relevant matters can include:

• Ownership
• Funding
• Profit sharing
• Decision-making

Development obligations

Additional funding

Deadlock

Default

Exit

Disposal

Tax structure

Dispute resolution

The property documentation and corporate structure should work together.

Our dedicated Joint Venture Agreements page deals with these arrangements in greater detail.

Collaboration Agreements

Two or more landowners may need to cooperate to facilitate a wider development.

A collaboration agreement can regulate:

Planning strategy

Infrastructure

Shared costs

Disposal

Development phasing

Equalisation arrangements

Decision-making

Access

Services

Project management

This can be particularly relevant where development value depends upon several separately owned parcels being treated as a coordinated site.

Development Site Assembly

A development may require several parcels of land to be brought together.

Site assembly can involve:

Multiple freehold titles

Leasehold interests

Access land

Ransom strips

Third-party rights

Existing occupiers

Option agreements

Conditional contracts

Easements

Infrastructure rights

A developer should understand which land and rights are essential before committing substantial capital to the project.

Our Development Site Acquisitions & Site Assembly service deals specifically with this process.

Ransom Strips

A relatively small area of third-party land can sometimes control access or another right essential to development.

The commercial significance of a ransom strip can therefore be disproportionate to its physical size.

Early title investigation and site-plan analysis can help identify whether:

Access crosses third-party land

Additional rights are required

Ownership needs to be acquired

Negotiation is necessary

The issue should ideally be identified before the main site acquisition becomes unconditional.

Rights of Way and Access

A development site needs legally sufficient access, not merely physical access.

The developer may need rights for:

Construction traffic

Future occupiers

Pedestrians

Commercial vehicles

Emergency access

Maintenance

Deliveries

The scope of an existing easement matters.

A historic right may not necessarily provide everything required for a materially different development.

HM Land Registry's current guidance confirms that easements and rights of way form part of the title-registration framework and may materially affect land.

Easements

Development projects commonly require easements for:

Access

Drainage

Water

Electricity

Telecommunications

Maintenance

Support

Services

The developer needs to establish not merely whether an easement exists but whether it is legally sufficient for the proposed project.

HM Land Registry notes that a beneficial easement can affect land value and that restrictions, registered charges and existing leases may affect the grant or registration of easement rights.

Where new rights are required, appropriate easements can be negotiated and documented.

Wayleaves and Utility Rights

Development cannot operate without appropriate infrastructure.

Depending upon the project, arrangements may be required for:

Electricity

Water

Drainage

Gas

Telecommunications

Fibre

Other utilities

Wayleaves, easements or other agreements may be required to allow infrastructure providers to install, retain, inspect and maintain equipment.

The legal arrangements should be considered alongside the technical design of the development.

Rights to Light

Development can also be affected by neighbouring rights.

Rights to light may become relevant where the height, scale or position of a proposed development could interfere with rights benefiting neighbouring buildings.

This issue should be considered early on projects where neighbouring development density creates potential exposure.

Depending upon the project, specialist rights-to-light surveyors and other experts may need to work alongside the legal team.

Our dedicated Rights to Light, Easements & Wayleaves service deals with these issues in greater depth.

Restrictive Covenants and Development

A restrictive covenant may restrict:

Building

Particular uses

Number or type of buildings

Alterations

Commercial activity

Other development

Importantly, planning permission and restrictive covenants operate separately.

The Upper Tribunal (Lands Chamber) can, in appropriate circumstances, consider applications under section 84 of the Law of Property Act 1925 to discharge or modify restrictive covenants. The tribunal's current guidance was updated in July 2026.

Depending upon the circumstances, potential strategies can include:

• Negotiating a release
• Negotiating a variation
• Investigating enforceability
• Insurance where appropriate
• Tribunal proceedings through specialist contentious advice

The correct approach depends upon the covenant and development strategy.

Development Finance

Development projects frequently depend upon external finance.

A lender may require:

First legal charge

Restrictions

Corporate security

Guarantees

Priority arrangements

Reports on title

Planning information

Development documentation

Pre-let documentation

Conditions precedent

The acquisition and development documentation should therefore be structured with funding requirements in mind from an early stage.

Our commercial property finance service is available at:

https://knightsshahsolicitors.com/commercial-property/transactions/commercial-property-finance/

Development Through an SPV

Developers frequently acquire sites through a special purpose vehicle (SPV) or another corporate structure.

The chosen structure can affect:

Ownership

Finance

Joint venture arrangements

Security

Investment

Disposal strategy

Tax

Property and corporate documentation should be coordinated.

Where specialist corporate or tax advice is required, this can be coordinated with the relevant professional advisers.

SDLT and VAT Considerations

Development acquisitions can have significant tax consequences.

Depending upon the transaction, matters may include:

• SDLT on acquisition
• VAT
• Option to tax
• Corporate acquisition structures
• Surrender and regrant
• Development agreements
• Future disposals

Knights & Shah Solicitors can identify property-transaction tax issues arising from the legal structure and coordinate with specialist tax advisers or accountants where detailed tax advice is required.

Pre-Lets and Agreements for Lease

A developer may secure an occupier before construction has been completed.

An agreement for lease can commit the parties to enter into a lease once agreed conditions have been satisfied.

These can include:

• Completion of works
• Planning
• Practical completion
• Specification
• Access
• Fit-out
• Longstop date
• Rent
• Incentives

Pre-let arrangements can also be important to development funding and investment value.

The development agreement, construction arrangements and occupational lease need to operate coherently.

Forward Funding and Forward Sale

A development may be structured so that an investor becomes involved before practical completion.

Depending upon the transaction, this may involve:

Forward funding

Forward purchase

Forward sale

Development obligations

Staged payments

Conditions

Practical completion

Risk allocation

Investment acquisition on completion

These are more sophisticated structures requiring the property, funding and development documents to work together.

Existing Commercial Leases and Development

A proposed development site may already be occupied.

Existing leases can affect:

Timing

Vacant possession

Development phasing

Funding

Site assembly

The developer should establish:

Lease expiry dates

Break rights

Security of tenure

Contracting-out status

Surrender possibilities

Other occupational interests

This can be particularly important where the proposed development depends upon obtaining vacant possession by a particular date.

Development and the Landlord and Tenant Act 1954

Where commercial tenants benefit from security of tenure, the Landlord and Tenant Act 1954 may affect the developer's ability to recover possession.

A landlord may potentially oppose renewal on the redevelopment ground where the statutory requirements are satisfied.

This is a specialist issue and should be considered well before the development timetable requires vacant possession.

Our dedicated service is:

https://knightsshahsolicitors.com/commercial-property/commercial-leases/lease-renewals-1954-act/

Development Disposals and Plot Sales

Development work does not necessarily end at practical completion.

The exit strategy may involve:

Sale of completed investment

Sale of individual plots

Grant of occupational leases

Portfolio disposal

Transfer to an investor

Phased disposals

For larger estates, consistent transfer and lease documentation can be particularly important.

HM Land Registry provides a specific approval process for draft transfers and leases on developing estates, designed to identify conveyancing issues before plot sales and reduce registration problems.

The development documentation should therefore anticipate the intended exit strategy from the outset.

Development Site Registration

Development sites can create complex Land Registry requirements involving:

Transfers of part

New titles

Easements

Restrictions

Charges

Plot transfers

Leases

Estate plans

HM Land Registry specifically recommends careful treatment of easements and development plans when preparing estate transfers and leases.

Registration strategy should therefore be considered before large numbers of individual transactions begin.

Common Property Development Risks

Development projects can be delayed or undermined by issues including:

• Defective access
• Inadequate service rights
• Restrictive covenants
• Rights to light
• Ransom strips
• Incorrect site boundaries
• Existing occupiers
• Protected commercial tenants
• Missing third-party consent
• Unresolved easements
• Title restrictions
• Finance conditions
• Site-assembly gaps
• Inappropriate contractual structure
• Registration problems

Legal due diligence should identify these issues as early as possible.

The Property Development Legal Process

Step 1 — Understand the Development

We establish the proposed use, site requirements, funding and commercial objectives.

Step 2 — Review the Heads of Terms

The principal acquisition or development terms are considered before detailed documentation progresses.

Step 3 — Investigate Title

Ownership, boundaries, covenants, easements, charges and restrictions are reviewed.

Step 4 — Investigate Development Rights

Access, services, third-party rights and other requirements are considered.

Step 5 — Searches and Enquiries

Appropriate searches and commercial property enquiries are undertaken.

Step 6 — Structure the Transaction

The project may involve an unconditional purchase, conditional contract, option, promotion agreement, joint venture or another structure.

Step 7 — Coordinate Funding

Lender requirements and security arrangements are considered where applicable.

Step 8 — Negotiate Documentation

The relevant acquisition and development agreements are prepared and negotiated.

Step 9 — Exchange and Completion

The transaction proceeds when the agreed contractual conditions are satisfied.

Step 10 — Development Phase

Further easements, licences, leases and development documentation can be dealt with as the project progresses.

Step 11 — Disposal or Occupation

Completed property can be sold, leased or otherwise dealt with in accordance with the project's exit strategy.

Step 12 — Registration

Relevant Land Registry applications and title arrangements are completed.

A Commercial Approach to Property Development

Property-development advice should not stop at identifying legal problems.

The legal structure needs to support the project.

For developers, we consider:

Does the client control all the land required?

Is access legally sufficient?

Are the necessary service rights available?

Could a covenant prevent development?

Could existing tenants delay vacant possession?

Does the transaction work with the funding structure?

Can the site be sold or refinanced efficiently later?

For landowners:

How should the land be made available to the developer?

Should it be sold outright or controlled through an option or promotion agreement?

Should the landowner retain an overage entitlement?

How is future development value protected?

The objective is to structure the legal arrangements around the commercial reality of the development.

How Knights & Shah Solicitors Can Help

We can advise on:

• Development site acquisitions
• Development agreements
• Conditional contracts
• Option agreements
• Overage
• Promotion agreements
• Pre-emption arrangements
• Joint ventures
• Collaboration agreements
• Site assembly
• Rights of way
• Easements
• Wayleaves
• Restrictive covenants
• Rights to light
• Development finance
• Pre-lets
• Agreements for lease
• Forward funding and forward sales
• Existing occupational leases
• Development disposals
• Plot sales
• Land Registry requirements

Where technical, valuation, planning or tax expertise is required, we can work alongside the client's surveyors, planning consultants, accountants and other professional advisers.

Where a property issue becomes contentious, related advice can be coordinated through our Commercial & Property Litigation practice.

Why Choose Knights & Shah Solicitors?

Development-Focused Property Advice

We approach the transaction from the perspective of whether the legal structure enables the proposed development to proceed.

From Acquisition to Completion

Our Commercial Property practice can support projects from acquisition and due diligence through development documentation, finance, occupational leases and disposal.

Complex Property Structures

We can advise on transactions involving options, overage, joint ventures, site assembly, easements and other development arrangements.

Joined-Up Commercial Property Support

Development work can be coordinated with our Commercial Property Transactions, Commercial Leases, Finance and Property Management services.

Commercially Focused

We identify issues that could affect timing, value, funding, development viability or exit strategy rather than treating the transaction as a routine conveyance.

Based in Woking, Serving England

Knights & Shah Solicitors is based in Woking, Surrey and advises developers, investors, landowners and businesses across England.

Speak to Our Property Development Solicitors

Whether you are acquiring a development site, structuring an option or overage arrangement, assembling land, entering into a joint venture or preparing a project for development and disposal, early legal advice can help identify issues before they become expensive obstacles.

Knights & Shah Solicitors provides commercially focused property-development advice from initial site acquisition and project structuring through to development, funding and eventual disposal.

Contact our Commercial Property team to discuss your development project.