Commercial Development & Planning Solicitors

Commercial Development & Planning Legal Services

Property development is one of the most complex and legally demanding activities in the commercial property sector. From assembling a site and securing planning permission to finalising development finance, negotiating infrastructure agreements and managing plot sales, the legal risks at every stage are significant. Legal Merchant's panel includes specialist development and planning solicitors who combine deep legal expertise with a practical, commercially-minded approach to keep your development on programme and within budget.

Land Acquisition for Development

Acquiring land for development requires specialist legal due diligence that goes well beyond a standard commercial property purchase. Our solicitors advise on:

• Conditional contracts — contracts that are conditional on the grant of satisfactory planning permission, allowing a buyer to secure a site without committing to purchase if planning is refused
• Option agreements — giving a developer the right (but not the obligation) to purchase land within a specified period, typically following a planning application
• Promotion agreements — arrangements where a promoter obtains planning permission and markets land for sale in return for a share of the enhanced value
• Overage and clawback provisions — ensuring sellers receive a share of any planning uplift beyond the original purchase price
• Site assembly — acquiring multiple titles to assemble a development site, managing the legal complexity of multiple vendors and competing interests
• Environmental due diligence — advising on contamination risk, reviewing Phase 1 and Phase 2 environmental surveys, and negotiating appropriate contract protections
• Planning due diligence — reviewing planning history, existing permissions, conditions, and any planning enforcement notices or proceedings
• Rights of way and easements — investigating access rights, services and utilities and obtaining any necessary third-party consents

Planning Agreements (Section 106 Agreements)

Section 106 of the Town and Country Planning Act 1990 enables local planning authorities to require developers to enter into planning obligations as a condition of granting planning permission. These agreements — commonly known as Section 106 agreements or planning obligations — can impose significant financial and non-financial obligations on developers, including:

• Affordable housing contributions — providing a proportion of residential units as affordable housing, or paying a financial contribution in lieu
• Infrastructure contributions — financial contributions towards highways, schools, healthcare facilities, open space and other public infrastructure
• Highways works — funding or carrying out specific highway improvements as a condition of development
• Employment and training obligations — local employment and training requirements tied to construction and ongoing occupation
• Management company obligations — establishing and funding management companies for common areas, open space and shared services
• Restrictions on occupation and use — restrictions on which parties may occupy the development and for what purpose

Our solicitors negotiate Section 106 agreements with local authorities, seeking to minimise obligations and ensure that contributions are fair, proportionate and properly indexed. We also advise on appeals against excessive obligations and applications to modify or discharge s.106 obligations once development is underway.

Infrastructure Agreements

Development sites frequently require new or improved infrastructure — roads, sewers, utilities, public open space — to be constructed and adopted by the relevant authorities. Our solicitors advise on:

• Section 38 agreements (highway adoption) — agreements with the local highway authority for the adoption of new roads on the development
• Section 278 agreements (highway improvements) — agreements for improvements to the existing public highway network in connection with the development
• Section 104 agreements (sewer adoption) — agreements with the sewerage undertaker for the adoption of new sewers and drainage infrastructure
• Utility and services agreements — negotiating with electricity, gas, water and telecoms providers for connection of the development
• Adoption bonds and performance bonds — ensuring that infrastructure bonds and guarantees are properly structured and that your exposure is managed

Development Finance

Most commercial development is funded by a combination of developer equity and third-party finance — typically development finance from a bank, institutional lender or specialist development finance provider. Our solicitors act for borrowers and lenders on all aspects of development finance, including:

• Review and negotiation of facility letters and development finance term sheets
• Security documentation — legal charges over the development site and any pre-sale agreements
• Due diligence reporting to lenders on title, planning and construction matters
• Drawdown conditions and monitoring surveyor arrangements
• Exit refinancing — replacing development finance with a long-term investment loan on practical completion
• Joint venture agreements where equity is provided by a third-party investor

Construction Contracts

Our solicitors advise on the legal framework for construction — including contract procurement, appointment of professional team members, and management of construction risk:

• JCT and NEC building contracts — drafting, reviewing and negotiating standard and bespoke construction contracts
• Professional appointments — architects, engineers, surveyors and project managers
• Collateral warranties and third-party rights — ensuring you and your funders have direct rights against the professional team and key sub-contractors
• Performance bonds and parent company guarantees
• Construction disputes — delay claims, defects and final account disputes

Plot Sales and Disposals

For residential developers, managing the legal process for multiple simultaneous plot sales efficiently and consistently is essential to programme and cash flow. Our solicitors provide:

• Standard form plot sale contracts — clear, robust and CML Lenders' Handbook compliant
• Title and planning packs — preparing comprehensive legal information packs that speed buyers' solicitors' enquiries
• Management of concurrent plot sales — coordinating simultaneous completions across the development
• Help-to-Buy and shared equity documentation
• Estate management arrangements — residents' management companies, service charge provisions, estate regulations

Frequently Asked Questions