If you’re a sole in-house counsel or part of a small, lean legal team, you’re likely juggling competing priorities across multiple disciplines. With litigation risk to manage and corporate deals to deliver, property matters can slip down the list of priorities. As lawyers, we know that taking a proactive approach to commercial property not only reduces legal and financial risk but it provides a foundation to scale the business with confidence and control. The challenge often lies in explaining legal to non-legal stakeholders, being brought in too late when things have become critical or simply being stretched beyond your capacity or expertise.
This guide offers practical ways to strengthen your business’s property position and spot potential issues before they become costly problems. By aligning key property decisions with broader commercial goals, you can show leadership teams that property isn’t just about bricks and mortar - it’s about adding real, strategic value to the business.
Whether you’re being called on to negotiate the terms of a new lease, advise on the property aspects of a major acquisition or disposal, or review complex construction or planning documents, our specialist commercial property solicitors are here to help you save time, mitigate risks, and maximise your impact. We’re not just legal technicians. We’re trusted collaborators who understand the pace, pressure, and demands of advising fast-moving businesses. Many of our lawyers have worked in-house themselves. We act as an extension of your team, stepping in just when you need expert input the most and bringing clarity to a complex area.
Contents:
Commercial leases
Commercial leases are often a core part of your business’s operational footprint, but they’re also a common source of hidden risk, unexpected cost, and legal complexity. As in-house counsel, you may not be immersed in the day-to-day of property law, sounderstanding where the key pressure points lie can help you protect value, anticipate issues, and align commercial leasing decisions with broader business objectives
Key risks areas:
- Heads of terms: Although not usually legally binding itself, robust HoTs ensure parties are aligned in their expectations and help iron out any issues early on. Once agreed, they often create commercial expectations that can sour relations, slow down negotiations, or even risk the deal falling through if not properly drafted.
- Lease negotiation and drafting: Poorly negotiated lease terms can bind the business to inflexible commitments, disproportionate costs, or operational constraints that clash with its growth strategy.
- Rent reviews, service charges, and break clauses: Unfavourable rent review mechanisms and poorly understood service charge obligations can lead to unexpected cost escalations. Break clauses often come with strict conditions, and if mismanaged, the business may lose its right to exit a lease.
- Tenant liabilities, including repair obligations and dilapidations: Repair obligations can expose the business to significant unbudgeted costs both during and at the end of the lease.
- Termination: Businesses can find themselves in prohibitive and often costly disputes when trying to exercise break clauses. Even handing back the property when the lease naturally expires needs careful preparation to avoid ongoing liability.
Strategic priorities:
- Ensure HoTs are clearly marked ‘subject to contract’ and the terms accurately reflect what your business is prepared to take on, allowing for flexibility and future-proofing where possible. Flag any missing or ambiguous provisions to avoid delays or disputes at the drafting stages. Highlight any risks to stakeholders and secure approval.
- Align key lease terms (term length, rent profile, rights to assign/sublet etc.) with the business’s long-term footprint strategy. Negotiate flexibility where needed eg tenant-friendly break rights or assignment clauses. Push for service charge caps. Consider future-proofing clauses (eg for ESG compliance or tech installations). Ensure any repairing obligations are reasonable and manageable, taking into account the age and nature of the property. Limit to keeping the property in the same state it was in at the grant of the lease (schedule of conditions).
- Understand the rent review mechanism (open market, RPI, fixed uplift) and model its future impact. Diarise and track critical lease dates (including rent reviews and break notice periods). Ensure any preconditions for break clauses are fully complied with so it’s not ineffective.
- Coordinate with facilities or property management teams to inspect properties and flag maintenance risks early. Engage surveyors early to assess and negotiate dilapidations claims before lease expiry.
- Begin planning at least 12 months in advance of termination or expiry. Consider all relevant end-of-term obligations when advising the business. This includes clauses for yielding-up and returning the property, and covenants about tenant alterations, improvements, and repairs (for reinstatements).
Acquisitions and disposals
The acquisition and disposal are often high-stakes transactions that can materially affect a business’s operational flexibility, risk profile, and long-term value. Whether buying a commercial property for occupation, investment, development, or disposing of surplus assets, these deals require careful legal and commercial oversight to avoid hidden liabilities and ensure alignment with strategic objectives.
Key risk areas:
- Hidden risks and defective titles: Rights of way, unregistered interests, restrictive covenants, planning issues, or boundary disputes can all compromise a property’s usability, development potential, and market value. Title defects can strain financing options as well as future disposal.
- Poor contractual risk allocation: Inadequate warranties or indemnities leave the business exposed to post-completion liabilities.
- Poor coordination with business needs or funding leading to missed deadlines, cash flow issues or operational delays.
Strategic priorities:
- Comprehensive due diligence is key to uncovering hidden risks that become costly problems. Address any title defects early with corrective action or appropriate indemnity insurance.
- Avoid boilerplate warranties - ensure they are fact-specific and responsive to red flags raised in due diligence. The same applies to indemnities. Ensure any limitations on liability or financial caps are appropriate.
- Establish and monitor a clear transaction timetable aligned with funding, business operations and development plans, liaising closely with finance, tax, and operational teams to synchronise key milestones such as loan drawdown.
Development and Construction
The development and construction lifecycle presents its own unique set of challenges. Projects often involve a web of stakeholders and complex documents. Even the smallest oversight can seriously impact project viability, timelines, and returns.
Key risk areas:
- Development agreements and conditional contracts are complex documents where any ambiguities in drafting or misalignment of obligations between parties can quickly create legal friction and undermine project viability. For instance, parties can find themselves in protracted disputes over whether a condition is deemed satisfied and the sale complete.
- Oversail licences, rights of light, and neighbour consents: Developments that interfere with neighbouring land, whether through oversailing cranes, scaffolding, or loss of light can result in legal claims, injunctions, or the need to redesign the scheme. Failure to secure consents early can delay construction, increase costs, or render the project unviable.
- Construction documents: Vague or ambiguous terms in the contract, especially around the project's scope, timelines, payment schedules, and deliverables are a common source of disputes. The absence of robust warranties, indemnities, or contractual appointments further increases the risk and exposure to absorbing liabilities.
- Planning and infrastructure obligations (e.g. s106 agreements): Onerous, front-loaded and open-ended obligations, including large financial contributions and infrastructure delivery requirements, can impact project timelines, profitability and cash flow.
Strategic priorities:
- Ensure that all conditions precedents are clearly defined, achievable, and trackable. Agreements must contain realistic longstop dates, appropriate termination rights, and robust remedies for non-performance.
- Commissions surveys early and secure formal licenses and consents with affected properties well before construction begins.
- Ensure terms are clear, balanced, and aligned with the project’s risk profile. Secure robust collateral warranties and well-defined consultant appointments to preserve recourse for defects or delays. Verify that insurance, indemnity, and liability provisions are adequate and enforceable.
- Thorough viability assessments and financial planning are a must, as is early engagement and careful negotiation with LPAs on the scope and extent of obligations. These should be manageable and not open-ended.
Property Disputes
From operational disruption and reputational damage to financial loss, property disputes can take up significant valuable time and resources for your business. Although inevitable and unavoidable in some situations, prevention is better than cure. Leadership teams value those who stay ahead of potential issues and act quickly if problems materialise. It’s hard to categorise the areas of risk when it comes to property disputes. They can arise for several reasons, both during the active operation of the lease and when it comes to an end. These include missed or late rent payments, disagreements over repair and maintenance obligations, escalating service charges, friction around rent reviews and lease renewal terms, disputes over dilapidations (and more!).
From a strategic point of view, there are key steps you can take when it comes to contentious property matters;
- Proactively monitor key lease obligations by working closely with property managers, finance, and frontline teams. Establish early warning systems to flag and document potential issues (eg payment delays, access problems, property damage) at the first sign, enabling timely legal intervention.
- Build internal guidance and training to equip operational teams with the tools and confidence to identify risks early and know when to escalate issues to legal.
- Maintain open dialogue with landlords/tenants. Poor communication and relationship breakdown rarely help. Work with finance to assess what’s commercially manageable (eg deferred payments or payment plans). Encourage stakeholders to remain open to reasonable solutions and commercial compromise
- Engage surveyors early, especially for dilapidations - don’t wait until lease end. Early advice helps frame realistic claims and supports negotiated outcomes.
Corporate Support
Businesses are being bought, sold, and restructured all the time in the corporate landscape. While commercial stakeholders may be focused on getting the deal over the line, the property components of M&A transactions should not be downplayed. The same risks and strategic priorities apply here (see/link to Acquisitions and Disposals above).
As in-house counsel, you want to ensure property matters don’t become a barrier or source of risk that devalues, delays or derails the deal. For eg lease assignments and novations on business transfers typically require landlord consent, which may be delayed, conditional, or refused, potentially breaching deal timelines. Review what’s needed and begin the process early.
At the same time, you want to demonstrate how property portfolios can be used strategically to support broader business objectives. By offering potential solutions to realising capital and maintaining cash-flow, such as through sale and leaseback as a funding mechanism, you can demonstrate to senior leaders you are an invaluable, commercially-minded problem solver as well as a technical expert.
Final Thoughts
Property decisions often have broader implications than they first appear, affecting cost, flexibility, timelines, and risk exposure. For in-house legal teams, especially those working lean, it’s not about becoming property experts but about knowing where the pressure points are and addressing them early.
By identifying high-risk areas, coordinating with internal stakeholders, and bringing in specialist support when needed, you can reduce risk, save time, and demonstrate tangible commercial value to your business.
Don’t let property risks derail your wider legal priorities. Speak to our commercial property solicitors today and get the expert support you need to protect your business and demonstrate real strategic value.
