Harper James advises businesses on commercial property transactions under the laws of England and Wales, including the legal due diligence required before buying or leasing premises. Due diligence identifies ownership issues, restrictions, liabilities and practical problems before the business commits to the transaction.
The first stage is confirming the seller’s title at HM Land Registry and checking whether the property description matches the premises being acquired. The review should cover registered charges, restrictive covenants, rights of way, rights for services, easements, rentcharges and notices affecting the title. For an unregistered property, the investigation relies on historic title deeds and an abstract of title.
A buyer should also confirm that the seller has authority to dispose of the property and identify any lender consent required. If the purchase forms part of a wider business acquisition, the transaction documents must state clearly whether the property is transferred separately, retained by the seller or occupied under a lease after completion.
Planning records establish the authorised use of the premises and any conditions attached to planning permission. The proposed business use should be compared with the permitted use, including requirements for changes to operating hours, signage, alterations or additional floorspace. Building regulation approvals, completion certificates and enforcement notices also require review.
Separate property surveys address structural condition, services, asbestos, fire safety, accessibility, contamination and environmental risks. A legal title review does not replace a survey. The buyer should assess repair costs, redevelopment restrictions, energy performance requirements and the availability of insurance before finalising the price and contract terms.
For leased premises, due diligence focuses on the lease, rent, service charge, insurance, repair obligations, rent review provisions and termination rights. A break clause requires particular attention because its conditions often include strict notice periods and compliance with payment, repair or occupation obligations. The tenant should check whether assignment, subletting, alterations and change of control require landlord consent.
The review should include side letters, licences, rent deposit deeds, guarantees, licences to alter, service charge accounts and correspondence about disputes or breaches. An incoming tenant also needs to understand dilapidations exposure and any liability for works carried out by a previous occupier.
The legal report should separate matters that prevent completion from matters that affect price, documents or ongoing management. Common actions include obtaining title insurance, securing landlord or lender consent, requiring a seller’s warranty, negotiating a retention or correcting the contract. Searches typically cover local authority, drainage and water, environmental matters and other location-specific risks.
Before exchange, the business should confirm finance, insurance, survey findings, planning position and completion arrangements. The contract should allocate responsibility for risk between exchange and completion and record any agreed repairs or conditions. After completion, the buyer must register the transfer and any charge, update property records and diarise rent reviews, break dates, insurance renewals and other lease obligations.