Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Suspensive condition definition

What does Suspensive condition mean? In contract law and property practice, a suspensive condition is a term that delays the creation or enforceability of an obligation until a specified future event (which may or may not occur) happens. If the event does not occur by any agreed longstop, the obligation never arises. Typical uses include making completion, payment, performance or transfer conditional on merger control or other regulatory clearance, planning permission, financing, shareholder or landlord consent in corporate, real estate and finance transactions. Key legal features: the obligation remains in suspense until the condition is satisfied (purified in Scots law); parties may provide for satisfaction mechanics, notice,...

Suspensive conditions in Scottish property missives: practical drafting guidance on benefit, purification, long-stop dates, waiver, remedies, and specific issues on surveys, finance, planning, title, community rights, works and licensing

Published by a LexisNexis Property expert

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 disadvantage of the party who introduced the condition into...

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Emma Gray

Blackadders

Emma trained and spent the first 13 years of her career in with Burness Paull prior to joining Blackadders in 2013 to head up the Commercial Property team. Emma is highly experienced in all aspects of commercial property including acquisitions and disposals, developments and investment work and landlord and tenant work (with wide ranging experience in both the office and retail and leisure sectors). Over the years Emma has particularly enjoyed acting for clients in the retail and leisure sector where she has considerable expertise. Being dual qualified under Scots and English law, Emma enjoys working on transactions with UK wide portfolios. This is particularly welcomed by clients in the retail sector with a national presence.Emma offers extensive experience in property finance, acting for lenders in secured lending transactions. Clients value her “can do”, commercial approach. Emma also acts for a number of large scale...

Leanne Hill

Blackadders

Leanne is a partner in the Commercial Real Estate team at Blackadders LLP based in the Aberdeen office but servicing clients throughout Scotland. She advises a broad range of clients on all their property requirements with a particular focus on investment transactions including acquisitions, disposals and asset management, primarily on office, retail and industrial assets. She has a strong background in acting for both lenders and borrowers on high value real estate finance transactions and property development work. Leanne also has significant expertise in dealing with the property aspects of corporate, restructuring and complex cross-border property deals....

Web page updated on 22/05/2026

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