Buyer’s contract negotiation guide—buyer’s initial checklist for contract negotiation
Buyer’s contract negotiation guide—buyer’s initial checklist for contract negotiation

The following Property guidance note provides comprehensive and up to date legal information covering:

  • Buyer’s contract negotiation guide—buyer’s initial checklist for contract negotiation
  • Identification of seller and buyer
  • Check description of property (plan, title and leases)
  • Title restrictions, deeds of covenant and third party consents
  • Simultaneous exchange and completion
  • Redundant HM Land Registry entries to be removed
  • Construction matters
  • Has the building on the property been finished?
  • Ongoing management matters
  • Rent deposits
  • more

This Checklist is intended to help a buyer’s solicitor carry out an initial review of the first draft of a contract for the purchase of commercial property issued by the seller by identifying headline points to check. Sometimes the seller’s solicitor will have drafted the contract without a full appreciation of all the issues that will need to be dealt with and so it is important for the buyer to be alive to anything missing at the outset and flag any likely issues or contract requirements as early as possible (even if only as a placeholder within the contract pending instructions or further information).

Identification of seller and buyer

The heads of terms may not define the parties accurately:

  1. Companies House—assuming the seller is a company, the buyer’s solicitor should check at Companies House that the correct party and company number is mentioned in the heads of terms and that it matches the details shown in the title documents

  2. if the seller is a foreign company, then the buyer should immediately request an opinion letter for the seller to be issued at both exchange and completion. The seller should expect to provide this at its cost, but may try to argue that the buyer should pay or that they will only provide one for the transfer. However, the buyer does