Jurisdiction(s):
United Kingdom

Key definition

Back letter definition

What does Back letter mean? A back letter is a separate written agreement made alongside a principal contract to qualify, clarify or vary its terms, or to record the parties’ true intentions and additional obligations. It is a descriptive expression rather than a statutory term. In Scots law, the term has a traditional, specific use (often called a counter-letter) to show that a deed that appears absolute is in fact held in trust or by way of security. In England and Wales, Northern Ireland and Ireland, the analogous term is side letter, with broadly similar effect. Key legal features: - Binding if supported by consideration or...

Back letters (side letters) in Scottish commercial leases: use, formalities, enforceability against successors, and key drafting risks for landlords and tenants

Published by a LexisNexis Property expert

Practice notes

What are Back letters?

A back letter is a private contractual understanding between the granter and the grantee; in the context of a commercial lease, that is between the Landlord and the tenant. Such letters are personal in nature. The terms of back letters are generally intended to be:

legally binding and enforceable at law
either personal to the parties, or binding on successors in title

When are back letters used?

A back letter moderates the lease terms in practice. They are used:

to offer the first tenant a sweetener or incentive to get the deal over the line. In such situations, the landlord will insist that any concession not meant for the tenant’s assignees is set out only in a direct back letter in favour of the initial tenant
to set arrangements and grant concessions (for example, concerning the permitted use, standards of repair, or rent concessions), or
to reduce uncertainty, for instance on Assignment or during a Rent Review

Often, during detailed negotiation of the lease terms, a back letter is required, and this commonly becomes apparent as discussions progress...

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Kenneth S Gerber

Mitchells Roberton

Ken joined Mitchells Roberton in 2019. He was previously a partner for 12 years at Anderson Strathern, and before that he was a partner at Kidstons.Ken handles landlord and tenant law, site assembly, property development, property financing, property purchase and sale and the property aspects of corporate transactions.He is accredited by the Law Society of Scotland as a specialist in commercial leasing law. He regularly speaks on a range of commercial property subjects at conferences for MBL Seminars, as well as for other providers, and has presented online lectures for The Law Society of Scotland and University of Glasgow. Kenneth wrote the course on commercial conveyancing for the postgraduate Law Diploma at Glasgow University, and is senior tutor on that course. He also regularly provides specialist legal opinions to other firms on commercial lease matters....

Web page updated on 21/05/2026

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