Meaning of brownfield land A brownfield site is previously developed land that has potential for reuse, expansion or redevelopment. Typically, it covers abandoned, derelict or under-used industrial and commercial sites. Brownfield sites may have theoretical or real environmental constraints to redevelopment. Most commonly, such constraints will be due to contamination from historical uses, but they may also include other issues such as invasive plant species, flooding and archaeology. What is the National Quality Mark Scheme? The National Quality Mark Scheme (NQMS) for Land Contamination Management was developed by the National Brownfield Forum (formerly known as Land Forum) in 2017 to provide visible identification of documents that have been checked for quality by a Suitably Qualified Person (SQP). Its purpose is to provide increased confidence and improved quality of submissions made under regulatory regimes, particularly planning applications, related to brownfield land. It is advised to review the map of local authorities who reference the NQMS. What is a Suitably Qualified Person (SQP)? A Suitably Qualified Person (SQP) is an experienced

STOP PRESS: A revised version of the National Planning Policy Framework was published on 17 August 2026. This content is being reviewed in light of the revised version. What is an intrusive site investigation? An intrusive (phase 2) site investigation is an investigation undertaken by geotechnical and geo-environmental professionals to obtain information on the physical and chemical ground conditions at a site. This information is used: • in the design of earthworks and foundations, and • to identify whether contamination is present The UK has adopted a risk-based approach to the identification, assessment and management of contaminated land, using the concept of a contaminant linkage (previously called a pollutant linkage), ie contaminant-pathway-receptor. For further information, see Practice Note: Contaminated land—risk assessment. Site characterisation is usually implemented in a staged manner: • screening phase: a preliminary investigation comprising a desk study • phase 1: site walkover and qualitative risk assessment • phase 2: intrusive site investigations involving the analysis of soil, groundwater and/or gas samples and a quantitative risk assessment For further information

What is a phase 1 audit? Phase 1 environmental audits involve an independent review of an organisation’s environmental law compliance and management practices by external environmental consultants. The aim of the audit is to systematically and accurately review site operations and the environmental setting in order to evaluate non-compliance issues and the potential for contaminated land liabilities. By identifying environmental concerns the potential effect can be evaluated and appropriate remedial measures recommended. When will a phase 1 audit be instructed? The requirement and scope of works involved in any audit are dependent upon a number of factors, including: • the terms of a transaction • current and historical operations • the characteristics of a site and its environmental sensitivity • how risk-averse a client is and their budget Generally, a phase 1 audit will be instructed as a result of: • a risk of potential environmental liabilities being raised following a preliminary desktop assessment, see: Environmental investigations—types of searches and investigations • the occurrence of a transaction, whether it be the conveyance of the freehold/leasehold,

STOP PRESS: A revised version of the National Planning Policy Framework was published on 17 August 2026. This content is being reviewed in light of this revised edition. Purpose of environmental searches and investigations Environmental investigations are carried out for several reasons. The cost, detail and scope of an investigation will vary depending upon its purpose. Generally, all reports from desktop through to intrusive investigations aim to provide a qualitative and/or quantitative risk assessment to assess potential impacts to human health, buildings and services, eco-receptors or controlled waters. Environmental searches and investigations also allow those involved in land transactions to go into that transaction fully appraised of potential legal liabilities that might arise as a result of historical or current uses of that land. The scope for undertaking an investigation depends on the terms of the transaction, how risk averse the client is, the budget and the characteristics and environmental setting of the site. However, an investigation is usually instructed: • to clarify liabilities under a range of regimes and laws, including: ◦ the contaminated

Introduction and background Agricultural land is important in the context of environmental law, for several reasons including: • the potential for pollution to land, air and water • the potential for damage to protected habitats and species • the development and maintenance of ecosystem services • its contribution to natural capital This Practice Note forms part of a suite of content on nature, biodiversity and habitat conservation including the following: • Species Protection • Biodiversity—policy and legislative framework • Biodiversity—evolution, background and key concepts • Biodiversity and nature—protected sites The UK has substantially developed its agricultural policy post-Brexit, following its departure from the EU Common Agricultural Policy (CAP). Environmental law relevant to agriculture is complex and in some areas outdated. In April 2026, Defra asked the Law Commission to review the environmental legislation applicable to agricultural businesses in England. The purpose of the review is to identify opportunities to simplify, modernise and consolidate the law in this area. The Agriculture Act 2020 (AA 2020) underpins an agricultural system based on public money for public goods.

Environmental reports • Are there any existing environmental reports? Are they suitable for disclosing to the tenant? Can a reliance letter be produced by the consultant(s) at no charge? • If there are any potential liability concerns, will any further investigations, insurance or contractual protections be required? • If the tenant could cause pollution, should a baseline phase 2 report be obtained before the commencement of the term? Who should pay? Can a deed of appointment be agreed rather than using the consultant’s terms of business? For more information, see: • Reliance agreement • Environmental risks and liabilities—overview • Environmental insurance—overview • Environmental investigations—intrusive site investigations • Environmental consultant’s appointment Who is responsible for contaminated land liabilities? • Add tenant environmental covenants with an indemnity if the tenant’s activities involve potential polluting activities • If the lease term is over 21 years, add the sold with information test and other environmental liability transfer clauses

Environmental reports • Are there any existing environmental reports? Will the tenant get the benefit of the report(s) via a reliance letter? Do the reports raise any concerns? Have the appointment terms and certificate of insurance been provided? • Commission a combined contaminated land and flooding desktop report in every transaction. Are any other specific desktop searches required (planning, utilities, agricultural, crossrail, HS2, Japanese knotweed)? • If the desktop concludes that the property is ‘in need of further assessment’ in respect of contaminated land liabilities, advise the client of the options available to assess the risks and the timing and cost implications. Consider the following steps: ◦ raise additional enquiries with the landlord’s solicitors ◦ instruct the desktop provider to raise regulatory enquiries with the local authority contaminated land team, planning department and if appropriate the Environment Agency and local petroleum officer ◦ consider whether a phase 1 site walkover is required ◦ obtain a quote for indemnity insurance ◦ if there is no time for regulatory enquiries consider obtaining an environmental

Does a seller need to disclose land contamination to a buyer? If a seller is aware that the land is contaminated, it does not have to disclose this to a buyer. The general rule of ‘buyer beware’ applies. A seller will need to be careful not to make any misrepresentations when answering CPSE enquiries. 16.4 Please give details (so far as the Seller is aware) of: (a) past and present uses of the Property and of activities carried out there; and (b) the existence of any hazardous substances or contaminative or potentially contaminative material in, on or under the Property, including asbestos or asbestos-containing materials, any known deposits of waste, existing or past storage areas for hazardous or radioactive substances, existing or former storage tanks (whether below or above ground) and any parts of the Property that are or were landfill A seller will want to benefit from the ‘sold with information’ statutory exclusion test and give permission for the buyer to carry out its own site

Buyer beware An innocent buyer can inherit significant environmental liabilities in relation to land and buildings. ‘Caveat emptor’, meaning ‘let the buyer beware’, is a common law principle meaning the seller is under no duty to disclose material facts to a prospective buyer. See Practice Notes: Property—enquiries before contract and Misrepresentation, misstatement and non-disclosure in property matters. The buyer must therefore make its own searches, enquiries and inspections before entering into a contract, to find out the information it requires about the property. See Practice Notes: Pre-contract searches and Types of environmental searches and investigations. Contaminated land Clean up of contaminated land can include very high costs for land remediation, running into several million pounds for liabilities associated with groundwater contamination. It can also result in property blight and frustrate the property transaction. The local authority has a statutory duty under Part IIA of the Environmental Protection Act 1990 (EPA 1990) to investigate and secure remediation of contaminated land in their area. See Practice Note: Contaminated land—local authority duty to inspect land. Although

Types of environmental liabilities There are several types of environmental liabilities associated with land, buildings and fixtures. Under the caveat emptor/buyer beware rule, these liabilities and any capital expenditure requirements will generally pass to the buyer as the new owner of the property. However, whether the seller retains liability will depend on the particular regime, and whether the transaction is an asset sale or share sale. For example, in an asset sale, if the seller has not complied with an environmental permit or has caused or knowingly permitted pollution, these liabilities may attach to the seller company or individuals, even after the sale. The different types of environmental liabilities are summarised in the table below. Sources Examples Land Contamination, asbestos in soil, water pollution, environmental damage, landfills, fly-tipped waste, flooding, ground subsidence, sinkholes, coal mining, unexploded ordnance, radon, Japanese knotweed, wildlife and habitat protection, riparian ownership, shale gas, energy projects, planning conditions, high speed 2, cross rail, compulsory purchase. Buildings Asbestos in buildings, air conditioning inspections, energy management

Chemicals Question Answer As a business customer, when drafting a supply agreement for the purchase of chemical substances, what specific chemical sector legislation may apply to the transaction which the supplier must comply with? Does the business customer attract any obligations? UK REACH UK REACH applies to the manufacture, placing on the GB market or use of chemical substances on their own, in mixtures or in articles.Where a substance is manufactured or imported into GB in quantities of one tonne or more per year then the substance must be registered on a database managed by the Health and Safety Executive (HSE), unless an exemption applies. Failure to register means that the substance cannot be placed on the market in GB. For more information, see Practice Note: UK REACH—registration.UK REACH provides for evaluation of registered substances by the HSE. Substances that meet certain hazard criteria may be subject to authorisation: a process in which particular uses of that substance require authorisation in advance. In addition, companies producing, importing or selling articles containing

These new starter guide collections take lawyers through the environmental issues and tasks arising in four transactions—share purchase, asset purchase, commercial property and leases. The guides cover the entire timeline of each transaction including: the preliminary phase, the due diligence phase, the contract phase and the post completion phase. Environmental issues in transactions Buyers, sellers and funders can face environmental liability risks in corporate and banking transactions. For example, in a corporate share purchase transaction, the purchaser will inherit any environmental liabilities of the target company, including polluter liabilities at previous properties. For more information, see subtopics: • Banking and finance and environmental issues • Corporate transactions and environmental issues, and • Restructuring and insolvency transactions Environmental issues may also arise in property transactions, as sellers that