Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Heads of terms definition

What does Heads of terms mean? Heads of terms set out the key commercial points the parties agree at the start of a deal to guide negotiation and drafting of the definitive contract. They are also called heads of agreement, memorandum of understanding (MOU), letter of intent, pre‑contract protocol or term sheet. Not defined by legislation, the expression is used across corporate, real estate and commercial contexts. Enforceability turns on intention, wording and conduct. In England & Wales, Northern Ireland and Ireland, heads of terms are typically non‑binding if marked subject to contract, but discrete provisions—such as confidentiality, exclusivity/lock‑out, allocation of costs, and governing law/jurisdiction—can be...

Environmental risks and due diligence in commercial property transactions: contamination, permits, EPC/MEES, flooding, knotweed, asbestos, biodiversity and climate risk (England and Wales)

Published by a LexisNexis Environment expert

Practice notes

Environmental issues to consider

Because environmental liability concerns can slow or derail transactions, the parties should decide at the Heads of Terms stage whether any environmental points ought to be raised, including:

Will the seller supply any environmental reports?
Does the buyer need to arrange site investigations?
Has the seller shared Asbestos documents, for example a recent survey, an updated register and an asbestos management plan?
Is there a requirement to transfer or obtain environmental permits?
What is the agreed stance on Contaminated land Liabilities—if the property is sold ‘with information’, will the buyer assume responsibility only under the contaminated land regime, or for all liabilities and losses under environmental law?
Is environmental insurance required?

For a general overview of environmental issues in property transactions, see Practice Notes and Checklist:

Environmental issues in property transactions—acting for a buyer
Environmental issues in property transactions—acting for a seller
Environmental issues in property transactions when acting for a seller—checklist

Land contamination and water pollution

Liability risks linked to land contamination and water pollution are summarised in the table below:

Regulatory action
Third party liabilities
Contractual liabilities...

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Keith Davidson

Irwin Mitchell

Keith is a Partner at Irwin Mitchell in Manchester specialising in environmental transaction advice. Keith is dual qualified in England / Wales and N.Ireland and is a former Environment Commissioner for Greater Manchester. His practice areas include contaminated land, brownfield development, environmental insurance, and carbon literacy training. He provides EHS transactional support to 20 other law firms. Keith has been top ranked in Chambers and Legal 500 for the last 15 years. “A leader at understanding and managing environmental liability” Chambers UK Guide...

Web page updated on 21/05/2026

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