Emma Gray
Emma trained and spent the first 13 years of her career in with Burness Paull prior to joining Blackadders in 2013 to head up the Commercial Property team. Emma is highly experienced in all aspects of commercial property including acquisitions and disposals, developments and investment work and landlord and tenant work (with wide ranging experience in both the office and retail and leisure sectors).
Over the years Emma has particularly enjoyed acting for clients in the retail and leisure sector where she has considerable expertise. Being dual qualified under Scots and English law, Emma enjoys working on transactions with UK wide portfolios. This is particularly welcomed by clients in the retail sector with a national presence.
Emma offers extensive experience in property finance, acting for lenders in secured lending transactions. Clients value her “can do”, commercial approach. Emma also acts for a number of large scale housing developers and also for landowners of strategic development land with large scale housing and mixed use projects.
Areas of Practice: Commercial Property (landlord and tenant, property finance, property development, house builder, property investment, retail and leisure).
Practice Area
Panel
- Scottish Panel
Qualified Year
- 2002
Membership
- Law Society of Scotland
Education
- 2006 Qualified Lawyers Transfer Test
- 2000 Diploma In Legal Practice
- 1999 LLB (Hons) (First Class)
- University of Dundee
10 Contributions by Emma Gray
PRACTICE NOTES
Investigating access for Scottish land transactions and developments: adopted roads, ransom strips, servitudes (deed, prescription, implied), public rights of way, right to roam, site assembly and tenement access
Ownership, leasing or any other lawful use of land typically depends on being able to get to it, so that the land can be enjoyed. The public may use roads and footpaths adopted by local authorities and, where a plot abuts an adopted road, gaining access is usually uncomplicated. Where access must cross another person’s land, recourse to common law or statute might be available, but buyers will ordinarily prefer a formal arrangement—such as a contractual right or servitude—where none already exists. If land is held in common or jointly, each owner may reach and traverse it without needing separate access rights. This Practice Note outlines the typical access questions that can arise in Scottish property deals and the matters a seller’s and a buyer’s solicitor may need to consider. The same themes can arise in lease transactions between landlord and tenant solicitors; for simplicity in this Practice Note, the parties are described as ‘seller’ and ‘buyer’ and the deal as a sale or purchase.
Access from a publicly adopted road
Local authorities maintain lists of publicly adopted roads; those lists, however,...
Property
PRACTICE NOTES
Practical guide to option agreements for land purchase in Scotland: types, drafting issues, pricing, planning obligations, community right to buy, LBTT, standard security and comparison with promotion agreements
Types of option agreement
People frequently refer to 'put' and 'call' option arrangements. A call option gives the buyer the right to require the seller to dispose of a property (or a defined part) to the buyer. A put option allows the landowner to require the buyer to acquire the property. Under a pure call option, the buyer may at any point within the agreed option window compel the landowner to transfer the property to it. A put option is the reverse position and is encountered far less often. A hybrid can be created, often described as a 'put and call' or cross option, so either party may oblige the other to buy or sell on the terms specified in the option agreement. Many option arrangements carry numerous conditions (for example, planning or other consents to be secured) so that, rather than being truly 'pure' options, they operate in practice much more like conditional contracts. Once an option agreement has been concluded between the parties, the option is typically brought into effect by serving an option notice. This is the mechanism under such arrangements in property transactions...
Property
PRACTICE NOTES
Suspensive conditions in Scottish property missives: drafting, negotiation, longstop dates, purification/waiver, risk allocation, and distinctions from resolutive conditions and options
In Scottish conveyancing, suspensive conditions within missives are indispensable, allowing parties to conclude a binding contract while postponing particular obligations until specified requirements are fulfilled. When precisely drafted, they offer certainty, curb risk, and protect both purchasers and sellers by ensuring crucial matters—such as planning permissions, finance, or due diligence—are resolved before completion. This Practice Note summarises the legal framework, practical considerations, and proven techniques for drafting and negotiating suspensive conditions in missives.
Transactional context
Historically, Scottish property lawyers prided themselves on the rapid conclusion of missives for the sale and purchase of heritable property. Owing to the increased length and detailed terms in offers for both domestic and commercial assets, the time needed to reach conclusion has grown in step. Additional time required to secure loan offers from lenders has also affected the residential market and significantly slowed the conclusion of missives. Missives for buying and selling heritable property commonly address issues beyond pure property points, for example:
compliance with the relevant tax authorities’ requirements
availability of appropriate consents for current use, previous use or the proposed development of the property
transfer of employees...
Property
PRACTICE NOTES
Suspensive conditions in Scottish property missives: practical drafting guidance on benefit, purification, long-stop dates, waiver, remedies, and specific issues on surveys, finance, planning, title, community rights, works and licensing
What is a suspensive condition?
A suspensive condition places the parties’ duties to perform a contract on hold until that condition has been purified (or, where the terms allow, waived), see Practice Note: Suspensive conditions in missives transferring Scottish property. Precision is essential; poor wording can trigger unforeseen and unwelcome outcomes. For further information, see: Suspensive conditions in missives: Stair Memorial Encyclopaedia [27]. Aside from dealing with title matters, most suspensive conditions concern non-conveyancing issues, for example:
compliance with the relevant tax regime
planning issues
transfer of employees
site investigations
compliance with environmental law
This Practice Note outlines universal considerations for drafting any suspensive condition and then addresses particular points relevant to commonly used suspensive conditions.
Universal drafting considerations
Who is to benefit from the suspensive condition? The condition must make clear which party is intended to benefit, otherwise it may operate to the disadvantage of the party who introduced the condition into...
Property
PRECEDENTS
Commercial Property Acquisition: Lease Exceptions Report—Variations from Standard Lease (Scotland)
EXCEPTION LEASE REPORT
Premises: [ insert description ]Tenant: [ insert name ]
This exception lease report has been produced in connection with your intended acquisition of [ insert name of property ]. Its aim is to set out the principal letting details and any significant matters or points of concern. It is not designed to operate as a management tool. We have supplied you with a complete account of the terms of the lease of [ insert premises ], presently vested in [ insert name of current tenant ] (the ‘ Standard Lease ’). Except as identified within this report, the provisions of this lease are, in all material respects, identical to those of the Standard Lease.
Executive summary of material issues
We draw your attention to the following:
[ Insert material issue/area of concern ]
[ Insert material issue/area of concern ]
1 Particulars
1.1 Date [ Insert date of lease ] [ as varied by [ insert document name ]. The deed amended the lease by [ insert details of provisions varied ] ].
1.2 Back letters [ None disclosed. OR [ Insert details ]...
Property
PRECEDENTS
Occupational Lease Due Diligence Report: Summary of Lease Terms, Risks and Notable Provisions (Scotland)
Executive summary of material issues
We highlight the following matters:
[ insert material issue or area of concern ];
[ insert material issue or area of concern ]
1 Particulars
1.1 Date and parties
A lease dated [ insert date of lease ] between [ insert details of the original parties to the lease ] [ (the ‘Lease’); OR as varied by [ insert document name ] (the ‘Lease’) [ . The deed altered the Lease as follows: [ insert details of provisions varied ] ] ] .
1.2 Back letters
[ [ None disclosed. ] OR The Tenant has the benefit of a back letter dated [ insert date and details of the terms of the side letter ]. ] [ You will be bound by the terms of the back letter. OR The back letter is personal to the Seller and you will not be bound by it following completion (unless you continue to act in accordance with it or agree to provide a new back letter). ] [ The side letter is personal to the current Tenant. ]...
Property
PRECEDENTS
Pro forma occupational lease schedule for a Scottish report on title
Occupational lease schedule...
Property
PRECEDENTS
Scottish heritable development site acquisition: title due diligence, searches, planning, environmental, LBTT and missives—main report
To: The [ directors OR partnership ] [ Insert the Buyer’s name, address and (if applicable) company registration number ]
Dear [ insert organisation name ]
[ Insert the name and address of the Property ] (the 'Property')
1 Scope of this report and reliance
We have prepared this report solely for your benefit in connection with your intention to purchase the Property from [ insert name and address of Seller ] (the 'Seller') for £[ insert price ] [ plus VAT ]. You have informed us that the acquisition is for development of the Property. Our conclusions are based on our examination of the Seller’s title, the responses to enquiries provided by the Seller, and the outcomes of relevant searches. The findings of our review are set out in this report, which consists of this letter and the annexures. This report may not be shared with, or relied upon by, any other party without our prior written consent...
Property
PRECEDENTS
Standard security precedent securing seller’s ad factum praestandum obligations under an option agreement over heritable property, with varied conditions and restrictions on further securities and alienation (Scotland)
STANDARD SECURITY by [ INSERT THE GRANTOR’S NAME ] in favour of [ INSERT GRANTEE’S NAME ] Security Subjects: [ INSERT DETAILS OF PROPERTY ] 1
[ I OR We ], being [ insert name of Seller under Option Agreement ] [ of [ insert address ] OR incorporated in [ Scotland OR England and Wales ] with company registration number [ insert company registration number ] and registered office at [ insert address ] ] (the ‘Grantor’), as the present heritable proprietors of the aftermentioned Security Subjects, ACKNOWLEDGING that [ I OR we ] have assumed certain obligations under the option agreement entered into between (1) [ me OR us ], the said Grantor, and (2) [ insert name of Buyer under Option Agreement ] [ of [ insert address ] OR incorporated in [ Scotland OR England and Wales ] with company registration number [ insert company registration number ] whose registered office is at [ insert address ] ] (the ‘Grantee’ and which expression includes successors and assignees permitted in terms of the missives herein described) (which agreement is hereinafter referred to as...
Property
CHECKLISTS
Scottish dispositions: drafting checklist for real burdens and title conditions—creation, affirmative/negative and reciprocal burdens, use/building restrictions, personal burdens, and registration
This Checklist outlines the matters to weigh up and assess when preparing real burdens and title conditions in dispositions in Scotland. It looks in particular at real burdens concerning restrictions on use, alterations and works, as well as personal real burdens. For detail on the nature of real burdens and how they are created and construed, see Practice Note: Real burdens in Scotland—creation and interpretation. For real burdens addressing maintenance duties, see Practice Note: Real burdens dealing with maintenance obligations in Scotland. In this Checklist, the land affected by the burden is called the ‘burdened property’ and the land that enjoys the burden is the ‘benefitted property’.
Drafting considerations
When preparing a disposition, first ask whether imposing real burdens is required. It might be adequate simply to depend on:
common law, e.g. the common laws regarding boundaries
planning law (which will have a significant effect on proposed land uses)
the Tenement Management Scheme (brought in by section 4 and Schedule 1 to the Tenements (Scotland) Act 2004 (T(S)A 2004)) (see Practice Note: Real burdens dealing with maintenance obligations in Scotland—Tenement Management Scheme)
...
Property
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