purchaser meaning

Section 57 of the Town and Country Planning Act 1990 (TCPA 1990) requires planning consent for any material change in the use of buildings or land. Any limitations or conditions attached to a permission must likewise be adhered to. Liability for any existing breach will transfer to the purchaser. It is therefore essential to verify that the current use of the entire property is properly authorised and that all related conditions are being complied with, or to establish whether any unauthorised use or breach has become immune from enforcement. For further information, see Practice Note: Material change of use. Is the use authorised? Confirm the permitted use of the property, or, where relevant, each planning unit, and determine whether that use is authorised by: an explicit planning permission a certificate of lawful use, or permitted development rights If the permitted use does not mirror an express planning permission, do not assume it is unlawful; it may still be authorised by...

This checklist highlights the principal tax considerations when handling distressed corporate debt, addressing in turn: acquisitions of non-performing loans debt restructurings (ie waivers, debt/equity swaps and renegotiations) enforcement of debts For fuller analysis of the points signposted here, see Practice Notes: Tax and distressed debt—acquisitions of non-performing loans Tax and distressed debt—debt restructurings Tax and distressed debt—enforcement actions available to creditors Acquisitions of non-performing loans This part summarises the tax considerations when a buyer takes on existing UK debt at a discount to face value: Where should the purchaser be located? will interest paid by the borrower to the purchaser be subject to withholding tax? if the purchaser is non-UK resident, can relief be obtained under a double tax treaty? to what extent will amounts received from borrowers be chargeable on the purchaser? How will the debt...

During any due diligence, a purchaser should establish whether an energy performance certificate (EPC) and a recommendation report are required, and then confirm that a valid EPC has been provided. In a multi-let building, several EPCs may be needed for different parts of the property. An EPC allows the buyer to assess the building’s energy efficiency. It sets out a rating that can be benchmarked against the average for comparable stock. A poor score may negatively affect the property’s value. A recommendation report must accompany the EPC unless there is no reasonable potential to improve performance against the energy standards currently in force. However, owners are not legally obliged to follow the recommendations. See our Overviews: Energy performance certificates and minimum energy efficiency requirements (MEES)—overview and Energy and renewable apparatus in buildings—overview, and our Practice Notes: Energy performance certificates (EPCs)—what are they and when are they required? and Energy performance certificates (EPCs)—issues for commercial landlords and tenants. Do the Energy Performance of Buildings (England and Wales) Regulations...

This Checklist is intended for situations where: a leasehold property is being purchased and the tenant (or a predecessor in title) entered into an agreement for lease prior to completion of the lease; or a reversionary interest is being bought and the reversioner (or a predecessor in title) entered into an agreement for lease before completion of an existing occupational lease, or an agreement for lease remains in place pending completion of a lease. In each case, the agreement for lease predates completion of the relevant lease. You should confirm whether any outstanding or continuing obligations in the agreement for lease (eg to rectify defects or undertake works) will bind the purchaser. Any surviving obligations that bind successors in title could adversely affect the property’s investment value. Note that this Checklist is not comprehensive and, depending on the nature of the transaction, other issues may arise from the agreement for lease and require consideration. This Checklist also does not address limitation periods...

During any due diligence for acquiring a lease that is itself an underlease, a purchaser ought to carefully evaluate: whether the superior lease could be forfeited or ended on the operation of a break clause—this may negatively affect the leasehold’s value and the prospects of disposal or funding as well as the ability to sell on or secure finance against it whether the covenants in the superior lease and the underlease align—the purchaser might assume far more burdensome duties because of a requirement to observe strictly in practice the superior lease covenants under the underlease whether the grant of the underlease has, in substance, operated as an assignment of the superior lease In this Checklist, references to the underlease mean simply the lease being acquired, and references to the superior lease mean the lease from which the underlease was granted. Is there any obligation to comply with superior lease covenants?...

Original news Watt v Dignan and others [2017] EWCA Civ 1390 The central question was whether the Dignans held enforceable easements to use the toilet facilities within unit 27 on an industrial estate. Unit 27 belonged to Mr Watt. It was accepted that these rights had been granted to the Dignans’ predecessors in title, as owners of units 26A and 29, by two conveyances dated 27 September 1985 and 16 April 1987. The further issue was whether they were now prevented by estoppel from asserting those rights. The Recorder at first instance found that they were not, and Mr Watt appealed to the Court of Appeal. What are the practical implications of this case? Although the decision is fact specific, it offers helpful reminders for Property Disputes practitioners about the lines of argument advanced, the fall-out where a case different from that pleaded is pursued, and the consequences where, in any event, the evidence is too thin to sustain that position. What were the facts of...

UK developments DESNZ consults on implementing voluntary carbon and nature market integrity principles The Department for Energy Security and Net Zero (DESNZ) has opened a consultation to gather feedback on how to put into practice the UK Government’s six principles for integrity in voluntary carbon and nature markets (VCNMs), assessing how they fit markets at varying stages of development. The Minister for Climate Change, Kerry McCarthy MP, unveiled these principles at COP29 in November 2024. It further seeks to define expectations for supplier and purchaser participation in VCNMs and to consider embedding such approaches within guidance, policy and possible regulation, underpinned by market frameworks that can institutionalise and scale high‑integrity practices. The call for views closes on 10 July 2025. See: LNB News 17/04/2025 13. Sources: Voluntary carbon and nature markets: raising integrity; UK backs businesses to trade carbon credits and unlock finance. EU developments EBA publishes ESG dashboard for centralised climate risk monitoring in the EU/EEA banking sector The European Banking Authority (EBA) has...

Practical implications This decision explored how far a purchaser of a company can rely on an indemnity in a share sale agreement to recover from the seller for losses stemming from an employee’s negligent acts occurring both before and after the business transferred. The indemnity clause stated the seller would hold the buyer harmless for loss ‘directly or indirectly’ arising from services the company (or its agents) supplied before the transfer date, as specified in the agreement. Such wording is a common feature of share sale indemnities. On a straightforward reading, it implies that any loss linked to conduct after completion falls to the buyer, with no route to reimbursement from the seller. The core dispute was how liability should be apportioned for losses spanning pre- and post-transfer where pre-transfer negligence was left uncorrected following completion. This required analysis of two principal questions, including: the issue of continuing breach—on this point, the Court of Appeal (by a majority) reached a view concerning the existence of a...

As further explained in Practice Note: What is VAT?, ordinarily In typical circumstances: the purchaser pays the supplier an amount matching the VAT due on the supply, in accordance with the agreement between them; and the supplier, in turn, is required to account for that VAT to HMRC. The UK reverse charge is a mechanism that shifts the duty to account for VAT to HMRC away from the supplier and onto the recipient, effectively reversing the obligation...

A UK-based purchaser of an overseas business should evaluate the following tax considerations: the prospective overseas and UK tax outlays linked to the acquisition tax-efficient ways to repatriate profits from the overseas entity to the UK buyer a tax-efficient exit strategy maximising the tax-efficiency of the target business This Practice Note is written from a UK tax perspective and also flags typical overseas tax points to address, including reporting, filing and compliance obligations. Local advice should be obtained in each jurisdiction in which the target operates. Overseas and UK tax costs associated with the acquisition of an overseas business The common UK and overseas tax costs relevant to acquiring an overseas business are summarised below. Transfer taxes Share acquisitions may attract local transfer or registration taxes, usually calculated as a percentage of the consideration for those shares, together with notary fees...

When considering entry into a joint venture, participants should carefully scrutinise the identity of the other intended parties and the experience and resources they expect to bring to the venture. They are, therefore, likely to want to ensure those parties remain engaged in the joint venture (at least for a pre‑agreed period of time) and to retain controls over to whom they may transfer their shares. The nature of any share transfer constraints adopted will also depend on, among other things, the anticipated duration of the joint venture, how the parties propose to realise their investments, the cash‑flow and fundraising requirements of the parties, and any share transfer restrictions contained in other transaction documents, e.g. financing documents. Restrictions on transfer For these reasons, most joint venture agreements (JVA) (also known as shareholders’ agreements) and/or the articles of association will include a series of restrictions governing the transfer of shares by the joint venture parties...

This Deed is entered into on the [ insert date ] day of [ insert month ] 20[ insert year ] Parties [ insert name ] (Company Number [ insert number ]) whose registered office is at [ insert address ] (the ‘Contractor’); [ and ] [ insert name ] (Company Number [ insert number ]) whose registered office is at [ insert address ] (the ‘Beneficiary’, which expression shall include successors in title and any permitted assignee) [ ; and OR . ] [ [ insert name ] (Company Number [ insert number ]) whose registered office is at [ insert address ] (the ‘Employer’). ] WHEREAS (A) [ [ insert name ] (Company Number [ insert number ]) whose registered office is at [ insert address ] (the ‘Employer’) OR The Employer ] has entered into a building contract dated [ insert date ] with the Contractor (the ‘Building Contract’) for the [ design and ] construction of...

This Deed of dissolution is entered into on [ insert date ] Parties Each individual whose name and address appear in Schedule 1 (each a Partner and, collectively, the Partners named therein). Background: The Partners have conducted and managed the Business in partnership in accordance with the terms of the Partnership Agreement. The Partners intend to dissolve and wind up the Partnership [ as contemplated by clause [ insert clause number ] of the Partnership Agreement ] on the basis set out in this deed. AGREED TERMS: 1 Definitions and interpretation 1.1 Except where expressly stated otherwise in this deed, the definitions and rules of interpretation in the Partnership Agreement shall govern...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the Offer or what steps to take, you should obtain immediately your own personal, independent financial advice from your stockbroker, bank manager, solicitor, accountant or another independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if you do not, from a suitably and appropriately duly authorised independent financial adviser. If you have sold, sell or otherwise transferred all of your Shares (other than pursuant to the Offer), please promptly forward this document together with any accompanying materials (but not any personalised Form of Acceptance) to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was arranged, for onward delivery to the purchaser or transferee. Nevertheless, do not distribute, forward or transmit these documents in or into any jurisdiction where doing so would breach, contravene or otherwise infringe the relevant...

The general rule The general rule is that when a buyer of a freehold interest enters into covenants with the seller, although the burden of restrictive obligations will in many instances bind a successor in title, positive duties requiring the covenantor to act do not run when the freehold is conveyed. A rentcharge operates as a device by which a monetary duty can pass to the successor of the initial buyer. There is no issue, as a matter of contractual privity, in imposing on the purchaser a contractual obligation to pay the seller for the supply of services relating to the land; however, matters become more intricate once the seller transfers the freehold estate to a third party. The rentcharge nonetheless entitles its holder to demand regular periodic payments of money from the owner of the freehold estate. It is not a mortgage, because it does not function as security for a debt...

The Landlord and Tenant (Covenants) Act 1995 (LTCA 1995) The LTCA 1995 does not extend to “old tenancies”, that is, those granted before 1 January 1996. Consequently, where the sale contract is silent on the matter, the entitlement to pursue the tenant for pre-completion rent arrears in respect of such “old tenancies” automatically passes to the purchaser with the transfer of the reversion (see the Law of Property Act 1925, s 141; Claims to the Possession of Land, paragraph B4.2; and Hill and Redman, Division A, Chapter 4, paragraph 1087). That entitlement is a chose in action, which can be expressly reassigned to the seller...

Mary Ashley of 15 Old Square Higher SDLT rates apply where an individual buys a major interest in a single dwelling if conditions A–D are met at day‑end: A — consideration of £40,000 or more B — not subject to a lease with over 21 years unexpired C — purchaser owns another £40,000+ dwelling not so leased D — does not replace the only or main residence Dwelling includes a building or part used, suitable or being built/adapted as one dwelling, its gardens, grounds and benefiting land, and off‑plan contracts. Mixed‑use is excluded; no apportionment. As this freehold includes residential and non‑residential parts, it is mixed‑use, so the 3% surcharge should not arise. Sean Randall of Blick Rothenberg Limited The 3% applies to “higher rates transactions” in FA 2003, Sch 4ZA, paras 3–7, each requiring the main subject‑matter to consist of a major interest in at least one dwelling. The chargeable interest includes the first‑floor flat but does...