Blackadders
5 Experts
22 Contributions by Blackadders Experts
PRACTICE NOTES
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
Property
PRACTICE NOTES
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'
Property
PRACTICE NOTES
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
Property
PRACTICE NOTES
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
Property
PRECEDENTS
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
Property
PRECEDENTS
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
Property
PRECEDENTS
1 Pecuniary Legacies
I set out the following pecuniary bequests:
1.1 to [ insert full name ], residing at [ insert full address ], the amount of [ insert amount ];
1.2 to [ insert full name ], residing at [ insert full address ], the amount of [ insert amount ];
and 1.3 to [ insert full name ], residing at [ insert full address ], the amount of [ insert amount ]...
Private Client
PRECEDENTS
1 Nil Rate Band Discretionary Trust
If my [ insert spouse details ] survives me, I direct my trustees to set aside either:
the maximum sum or assets on which no inheritance tax arises on my death, as trustees judge; or
such lesser assets or cash as they decide.
This forms the “Discretionary Trust Fund” for any of:
my [ insert spouse details ],
my children and their issue,
any trust created for the benefit of any of them, whether of income, capital or discretionary nature (each a “Beneficiary”).
In shares the trustees determine by minute.
The trustees may by minute award legacies, residue shares, income interests or future/contingent rights in all or part of the fund, including income accumulation, capital vesting, powers to appoint income or capital, and their
Private Client
PRECEDENTS
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime.
The Finance Act 2025 (FA 2025), granted Royal Assent on 20 March 2025, enacts the removal of the remittance basis of taxation and brings in a residence-based system, effective from 6 April 2025.
FA 2025 additionally replaces domicile as the main criterion for determining exposure to inheritance tax.
Further measures revise the rules for establishing excluded property status, abolish the protected settlements status of offshore trusts, and alter overseas workday relief.
For details on these reforms, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025.
I, [ insert full name ], of [ insert full address ], to settle the succession to my estate upon my death, provide as
Private Client
PRECEDENTS
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
Property
PRECEDENTS
1 Legacy of House
I leave to [ insert full name ], of [ insert full address ], my share and interest in the dwelling at [ insert main residence address ], or in any substitute that serves as my principal home, the determination of which shall rest solely with my trustees, free from heritable liabilities and costs of conveyance, along with contents, embracing all my items for personal, domestic, household, garage, garden or leisure use, ornament or consumption, save for those separately left by me elsewhere. Should I not own the subject of this bequest at the time of my death, I leave to the said [ insert legatee details ], a pecuniary legacy in a sum equal to the net sale proceeds for which I will have disposed of my said interest, the amount of such sum being determined
Private Client
PRECEDENTS
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime.
The Finance Act 2025 (FA 2025), which secured Royal Assent on 20 March 2025, enacts measures that scrap the remittance basis of taxation and bring in a residence-based framework from 6 April 2025. FA 2025 also replaces domicile as the principal determinant of inheritance tax liability. Further reforms include revisions to the rules that govern excluded property status, the removal of protected settlement treatment for offshore trusts, and adjustments to overseas workday relief. For detailed guidance, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. Also see: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025.
I, [ insert full name ], of [ insert full address ], to arrange the devolution of my estate upon my
Private Client
PRECEDENTS
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime
Finance Act 2025 (FA 2025), which obtained Royal Assent on 20 March 2025, enacts measures to end the remittance basis of taxation and introduce a residence-based system, effective from 6 April 2025.
FA 2025 likewise substitutes residence for domicile as the principal test used in establishing overall liability to inheritance tax.
Further provisions include revisions to the rules for excluded property status, the removal of protected settlements status for offshore trusts, and amendments to overseas workday relief.
For guidance on these reforms, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26.
See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025.
I, [ insert full name ], of [ insert full address ], to determine the
Private Client
PRECEDENTS
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
Property
PRECEDENTS
1 Legacy to Charity
I direct that a gift of ten per cent of the baseline value of my estate, as set out in Schedule 1A of the Inheritance Tax Act 1984 or any statutory successor, be paid to [ insert charity details ]; and I state that this gift will not be less than [ minimum donation ] nor exceed [ maximum donation ], even if this cap means the reduced rate of Inheritance Tax will not apply...
Private Client
PRECEDENTS
1 Revocation
I annul every earlier testamentary document and direct their destruction, excluding my [ insert details of Will to covering foreign assets ]...
Private Client
PRECEDENTS
1 Specific Legacies
I leave the following particular legacies, namely: 1.1 to [ insert full name ], of [ insert full address ], my [ insert details of specific bequest ]; and 1.2 to [ insert full name ], of [ insert full address ], my [ insert details of specific bequest ]...
Private Client
PRECEDENTS
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime
Following Royal Assent on 20 March 2025, Finance Act 2025 (FA 2025) introduces legislation to scrap the remittance basis of taxation and install a residence-based system, taking legal effect from 6 April 2025. Under FA 2025, domicile ceases to be the primary determinant of inheritance tax liability.
Additional measures cover revisions to the rules for excluded property status, the removal of protected settlements status for offshore trusts, and amendments to the operation of overseas workday relief provisions.
For further detail on these reforms, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. For timelines, see Finance Bill Tracking Service: Key dates (Finance Bill 2025). See also Finance Act 2025.
I, [ insert full name ], of [ insert full address ], in order to
Private Client
PRECEDENTS
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime
The Finance Act 2025 (FA 2025), which secured Royal Assent on 20 March 2025, removes the remittance basis of taxation and introduces a residence-based regime from 6 April 2025. FA 2025 also replaces domicile as the principal criterion for liability to inheritance tax.
Additional measures include revisions to the rules that determine excluded property status, the abolition of protected settlements status for offshore trusts, and updates to overseas workday relief. For further detail, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025.
I, [ insert full name ], of [ insert full address ], to determine the devolution of my estate upon my death, declare as
Private Client
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