Jurisdiction(s):
United Kingdom

Key definition

Client definition

What does Client mean? In legal practice, a client is the person or organisation for whom a lawyer or law firm acts and to whom professional duties are owed. This includes individuals, companies, partnerships and public bodies, whether instructing directly or through an agent. The term is a general professional expression rather than a statutory definition; its scope is shaped by engagement terms (the retainer) and by professional conduct rules and case law on duties of care, conflicts of interest, confidentiality and legal professional privilege. Key features include: identifying the correct client at the outset (especially for corporate clients, where the client is the entity,...

Advising on overage in property transactions: suitability, trigger events, security, obligations, dispute resolution and SDLT/LTT

Published by a LexisNexis Property expert

Practice notes

Overage is a promise or contractual duty on the purchaser to pay the seller an additional sum, over and above the original price, if a defined event takes place. Clients should be made aware that receiving this extra payment is far from guaranteed. For example:

the relevant trigger may not occur within the agreed overage period
the Local authority’s Development plan for the site, or other property-related circumstances, may alter over time
even if the trigger occurs, the purchaser may simply fail to pay the seller
the purchaser could become insolvent in the meantime

At the outset

At the outset (i.e. when the heads of terms are circulated), assess whether overage is suitable for the transaction. How likely is it that the overage will be activated within the expected period? If activation is virtually certain, a more fitting approach may be to increase the price instead. If overage is included merely for a ‘what if?’ scenario, consider whether it is worthwhile to invest the time (and money) negotiating what could become a complex overage agreement. Alternative solutions should be...

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Web page updated on 21/05/2026

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