Case Study (A) - Rural

The firm was instructed to act on behalf of three clients acquiring an Estate from The Crown. The acquisition was a challenging one which saw a main residence, estate cottages, forestry, fishing rights and a working farm purchased. Key features of the deal included: -

1. The main residence lying within the curtilage of a Grade 1 Listed UNESCO World Heritage Site.
2. The water to the estate cottages being supplied from an undocumented source. This supply was made in common with non-estate cottages and a key term of the transaction was that the purchaser had to maintain the supply, despite having no legal right to it.
3. The fishing rights were unregistered. Title to them had to be constituted and claimed. Additional fishing rights were claimed via the doctrine of prescription.
4. Some of the access points to the estate were across third-party land but did not benefit from legal rights of way. These had to be claimed, also, via the doctrine of prescription.
5. Part of the estate was subject to a farm business tenancy. The reversion to this was split by the acquisition and so this had to be regulated.
6. Part of the estate had been VAT elected and part was VAT exempt. Care was therefore taken when structuring the acquisition to make it as tax efficient as possible both in respect of VAT and Land Transaction Tax.

The firm enjoys acting on the acquisition of complex landholdings, particularly rural / agricultural land where commercial pragmatism has to work in and with, at times, quite esoteric legal principles.

The firm acted for a longstanding client on a complex financial restructuring of a group of companies. The group predominantly holds real estate investment and development assets. It was these landholdings that comprised the security for the refinance, which was to two separate lenders, one of which lent against the investment portfolio, the other of which lent against the development portfolio. Both were separately advised.

The firm initially created separate data rooms for each separate portfolio and populated both with title disclosure and, in the case of the investment portfolio, tenancy details /documents. This served not merely as a useful tool for the then transaction (the data room being utilised by the firm’s clients, the lenders in question and their professional advisers) but also as an ongoing resource for both the firm and its client. The data room represents a digital vault containing all relevant legal documentation for both portfolios which can be updated and thereby preserved over time, meaning that any client can retain a vault in which it, or professional advisers to it, can upload and store documents, moving forward.

Some of the landholdings comprised both investment and development elements and therefore had to be transferred intra group to avoid charges of part being taken by the respective lenders. This, in turn, created challenges where elements of the development land had been contracted conditionally with third parties. This required variations to existing contracts.

This was an interesting piece of work for a longstanding and valued client. Its success relied upon an extremely detailed and methodical approach to the collation and storage of information, combined with a commercially proactive, nimble approach to problem solving.

The firm acts on behalf of a client within the care sector, which develops and operates care villages.

The acquisition was a sub-purchase of part of a brownfield development scheme in the south of England. The target site had formed part of a larger area and was being acquired by a national housebuilder, with the firm’s client acquiring a 6-acre site on which a care village would be constructed and the national housebuilder developing an adjoining residential scheme.

This was a complex land assembly. The land was acquired unconditionally, subject to a hybrid planning consent. The development of both the residential and care elements were outline and so agreement had to be reached between both the housebuilder and the firm’s client in order to regulate the reserved matters application that would follow acquisition and subsequent implementation of any consent. However, the hybrid consent was also detailed insofar as it authorised works to adjoining land, which would be carried out by three separate parties. Five separate entities therefore controlled implementation of the overall consented scheme and the satisfaction of different elements of both the hybrid consent and its attendant planning agreement. The interrelationship between these parties had to be documented and preserved in terms of both the initial land acquisition and the sub sale.

The national housebuilder also contracted to provide a serviced site for the care scheme and so obligations (backed by corresponding rights of step in and indemnity) had to be incorporated into the sub-sale contract.

A complex funding scheme was put in place to enable the transaction, which resulted in security being offered over a wider group.

This was a transaction that saw the firm working with some of the UK’s leading real estate practices to deliver what was a very satisfying outcome for its client. The firm continues to advise on the advancement of this scheme and other schemes for this client.