Commercial Property – How Different is it to Buying and Selling or Letting Residential Property?

There are key differences between Commercial and Residential conveyancing.

In sale and purchase transactions, a different set of standard terms are used Standard Commercial Property Conditions (SCPC Third Edition). Insurance risk passes at Completion unlike the standard (residential) conditions of sale. Issues such as Capital Allowances and VAT need to be considered at an early stage. The structure of the transaction should be considered. It may be an option to acquire shares rather than the Property providing a significant SDLT saving. VAT may be avoidable by treating the transaction as a Transfer of a Going Concern (TOGC). Also, the Energy Performance Regulations 2012 which have been amended and the first wave of changes which hit on the 1st April 2018 mean that Commercial Property and Investors need to be extra careful when negotiating contract terms and Leases. If acting for a Pension Fund, knowledge of the requirements of the corporate trustee is vital. Often limitation clauses will be required as standard as well as full unqualified reports on title. If the Property is sold or acquired subject to an occupational lease this will require close examination. It is vital that the Lawyer has expertise in legal title investigation and the experience to deal with any problems arising both in respect to any legal title issues and in connection with any adverse search result(s).

Commercial Leases should be approached on a bespoke basis. The principle terms are often reduced to Heads of Terms by the Landlord’s agent. It is an important stage for the parties as whilst not binding these terms should not be materially departed from when the parties reach legal drafting stage. This can cause upset and frustration on the Part of a Landlord. No one size fits all. For example, dependant on the type of Property the terms may mean that an internal repair only Lease is agreed as opposed to a Full Repair Lease which is more commonly used on stand-alone industrial type units. Service Charges may apply if the Property forms part of an Estate. Leases come in different guises and it is often necessary to negotiate the terms of the first draft. Some subtle alterations can produce significant consequences depending on whether you are the Landlord or the Tenant. The repair obligation is one of the key drafting principles to consider. Sensible negotiation and a keen eye for detail in the drafting is essential both from the perspective of a Landlord and Tenant. We also work closely with and have excellent relationships with the very best Agents and Surveyors to ensure that a transaction proceeds as quickly and as smoothly as possible to Completion.

At O’Donnell Solicitors our Commercial Property team, comprises expert Lawyers in this field equipped to handle the most complex of Commercial Property transactional work. Acting on behalf of Lenders, individuals and Corporate clients alike we offer Straight Talking Advice whilst at the same time having a keen eye for detail.

Working with other leading professionals we are able to facilitate the quick progress of a deal to help deliver the goal of the parties involved.

To access our Commercial Property services please contact James O’Donnell or Callum Dalloway at our head office at Appleby’s Business Centre, 1-3 Mossley Road, Saddleworth, Grasscroft on 01457 761 320 or email James O’Donnell at Web: