Commercial property transactions

A business rarely buys or sells property often enough to have a routine for it. The premises it occupies, a warehouse bought to grow into, a building held as an investment: each transaction arrives on its own timetable, usually with a counterpart who does this more often than you do. The terms agreed in the first weeks, often in an offer letter nobody thought of as binding, tend to survive into the final deed, and they are hard to reopen once the other side considers them settled.

A commercial property transaction is as much a negotiation over risk as over price. What each side carries between the first offer and completion, and what either of them can still walk away from, depend on:

• the rules on offers, letters of intent and exclusivity, and the point at which negotiations start to bind you;
• the rules on the preliminary sale agreement and its conditions, such as financing, permits or a satisfactory audit, and what happens when one is not met;
• the rules on buying the building itself or the company that owns it, and what each route brings with it;
• the rules on the taxes a transfer attracts, and how the structure of the deal changes what is owed;
• the rules on pre-emption rights held by tenants, public bodies or co-owners, which can take a deal away from the buyer;
• the rules on warranties and indemnities, and how far a seller still answers for what comes to light after completion;
• the rules on sale and leaseback, where a business sells its premises and stays on as the tenant;
• the rules on deposits, escrow and how the price is secured until the deed is signed.

Our lawyers can support you with this.