Legal Practice Notes

This Practice Note looks at the effect of Part 1 of the Landlord and Tenant Act 1987 This Practice Note explores Part 1 of the Landlord and Tenant Act 1987, addressing: When the right of first refusal is engaged The landlord’s duty to sever transactions so buildings are disposed of separately How to identify a relevant landlord, a qualifying tenant, and a relevant disposal The process for serving offer and acceptance notices, and what happens if tenants do not accept Enforcement, tenants’ rights against a purchaser, and avoidance methods Under Part 1 of the LTA 1987, qualifying tenants of flats are afforded a right of first refusal, allowing them to acquire their landlord’s interest if and when the landlord proposes to dispose of it. The right operates in negative form: the landlord is barred from making a relevant disposal unless a...

ARCHIVED : This Practice Note is archived and no longer maintained. The Royal Institution of Chartered Surveyors ( RICS) Professional Standard on Service Charges in Commercial Property, 1st edition (the Service Charge Standard) ( Service charges in commercial property, 1st edition) took effect for all service charge periods starting on 1 April 2019. First released as a professional statement, it was later reissued by RICS as a professional standard in September 2023. RICS stated that ‘[t]he regulatory requirements remain the same and no material changes have been made to the document’. While a first edition professional standard, it nonetheless replaces all earlier iterations of the RICS Code of Practice on Service Charges in Commercial Property (the Service Charge Code): see A summary of the main differences between the Service Charge Standard and the Service Charge Code. Note: In June 2025, RICS issued Service charges in...

ARCHIVED: The third edition of the Royal Institution of Chartered Surveyors ( RICS) Code of Practice, ‘ Service charges in commercial property’—together with all earlier iterations—has been superseded by the inaugural RICS professional statement, entitled ‘ Service charges in commercial property’, which is effective for every service charge period commencing on or after 1 April 2019. The professional statement sets out new compulsory duties for RICS members and RICS‑regulated firms, intended to make service charges for commercial tenants transparent, upfront and fair, and to ensure that any costs incurred in repairing or maintaining their buildings comply fully with the terms of their lease. Please note, therefore, that this Practice Note describes the historic position under the superseded third edition, for information and reference purposes only, and will not be updated further. See the Practice Note: A review of the RICS Professional Standard on Service Charges in...

The Royal Institution of Chartered Surveyors ( RICS) has issued the Professional Standard, Service charges in commercial property, 2nd edition (the ‘ Service Charge Standard’), which takes effect on 31 December 2025. It supersedes the 1st edition, originally published as a professional statement in September 2018 (effective from 1 April 2019) and later reissued as a professional standard in September 2023. For an overview of the 1st edition’s provisions, see Practice Note: A review of the RICS Professional Standard on Service Charges in Commercial Property (1st edition) [ Archived]. The main aims of the Service Charge Standard are to: raise overall standards and foster best practice, consistency, fairness and transparency in the management and administration of service charges in commercial property ensure budgets and service charge year end accounts are issued promptly reduce the triggers for disputes and provide guidance on...

Although the trusteeship is, in theory, held for life, a trustee can step down in several ways: by relying on a clause in the trust instrument if a successor can be found, retirement may proceed under section 36 of the Trustee Act 1925 ( TA 1925) by using the statutory authority in TA 1925, s 39 through the beneficiaries’ written direction under section 19 of the Trusts of Land and Appointment of Trustees Act 1996 ( TOLATA 1996) with the beneficiaries’ agreement under the rule in Saunders v Vautier by an order of the court under TA 1925, s 41 Express provision in the trust instrument that a trustee may unilaterally retire A trust instrument may confer on a trustee an express, unilateral power to retire. That said, some view such a term as encouraging a less diligent trustee to...

Introduction to company voluntary arrangements ( CVAs) A CVA offers a lifeline to a company under financial strain by enabling it to reorganise its liabilities. Unlike other insolvency routes, the directors retain control and the business broadly trades as usual, subject to oversight by an insolvency practitioner (the Supervisor). A CVA constitutes a statutory agreement between the company and its creditors, designed to secure a better outcome than a move into a formal insolvency process. Funding for the proposals may take the form of a single lump‑sum contribution or a fixed timetable of instalments across a set term (typically 1–5 years). Where 75% or more in value of the company’s creditors approve the proposals, they become binding on all unsecured creditors, including those who (1) opposed them and (2) were entitled to vote but did not receive notice of the decision...

This Practice Note sets out when, for breaches of restrictive covenants, the court may grant damages rather than an injunction, how such damages are quantified, and the effect of any delay by the beneficiary in bringing a claim. Damages or injunction—the test As a rule, the principal response to breach of a restrictive covenant is a final injunction restraining the misconduct. That said, the court can substitute damages in place of injunctive relief. Save where the original covenantor is in breach, this is an equitable jurisdiction, so the remedy is discretionary. The court may weigh the parties’ conduct—for example, the beneficiary’s delay or inaction—as evidence that an award of damages in lieu could be appropriate. In Shelfer v City of London Electric Lighting, the court articulated a ‘working rule’ for preferring damages where: the infringement of the claimant’s legal rights is minor the harm is...

This Practice Note explores how restrictive covenants are interpreted, and considers the sense of commonly used phrases appearing in such covenants, discussing their typical usage. Approach to construction of covenants Restrictive covenants are treated in the same manner as any other contractual provision. The court’s task is to determine what a reasonable person, armed with all background knowledge available to the parties, would understand the contractual language to convey in context. For more detailed guidance, see Practice Note: Contract interpretation—the guiding principles. It is also essential to confirm that the covenant is enforceable as between the relevant parties. For further guidance, see Practice Note: Restrictive covenants—nature and characteristics. As each instrument is distinctive in its precise wording and factual context, past judicial decisions on similar phrases are not a dependable aid to construction in many cases. Subject to that qualification, the remainder of this Practice Note...

Restrictive covenants are often attached when land is subdivided, so that any subsequent development needs approval from: the original seller, or the original seller and their successors in title Whose consent is required? Covenants commonly state that the purchaser and their successors in title must obtain approval of plans before any development proceeds. At times, the consent requirement is limited to the original seller; in that event, if that person no longer exists (eg where an individual has died, or a company has been wound up or liquidated), the covenant may cease to be enforceable. Although some early cases suggested such covenants became absolute, in Crest Nicholson, Neuberger J (as he then was) held that a covenant requiring plans to be submitted for approval to the vendor company was discharged when that company ceased to exist, and the Court of Appeal later...

This Practice Note summarises several of the principal ways in which a residential flat project can be structured. It provides an overview of alternative leasehold flat arrangements for both developers and purchasers of residential flats. A central issue in residential leasehold developments is securing adequate, enforceable covenants for the repair, maintenance and insurance of the shared parts of the development (that is, the structure, foundations, roof, principal walls, internal and external communal areas and common services). It also addresses how obligations for the common parts are allocated among the key parties. The following structures, and their differing approaches to apportioning responsibility for the shared parts between landlords, management companies and tenants, are considered: developer/landlord retains the reversion and the management role developer/landlord keeps the reversion but outsources management duties developer/landlord keeps the reversion while tenants assume management...

This Practice Note examines enquiries before contract—also referred to as pre-contract enquiries, preliminary enquiries or standard enquiries—within residential conveyancing transactions. It proceeds on the basis that the parties have adopted the Law Society Conveyancing Protocol (2019) (the Protocol) and that the buyer’s conveyancer is additionally acting for a lender in line with the UK Finance Mortgage Lenders’ Handbook (the UKFML Handbook) or the Building Societies Association Mortgage Instructions (the BSA Instructions). See Practice Notes: The Law Society’s Conveyancing Protocol and Lenders' instructions—the UK Finance Mortgage Lenders' Handbook and the Building Societies Association Mortgage Instructions. Why raise enquiries? At common law, the guiding doctrine is ‘caveat emptor’—‘let the buyer beware’—so a seller has only a limited duty to disclose information about the property. It is principally for the buyer to ensure they understand what they are purchasing, including the nature of the property and any rights or...

This Practice Note provides links to the standard residential pre-contract enquiries. For overall practical guidance on making and replying to enquiries before contract, refer to Practice Note: Residential conveyancing—enquiries before contract. For guidance on pre-contract enquiries relating to commercial property, consult Practice Note: Commercial Property Standard Enquiries— CPSE......

This Practice Note explores key issues surrounding the payment and holding of deposits in residential conveyancing transactions. Nature and purposes of a deposit There is no common law obligation for a buyer to pay, or a seller to request, a deposit. A deposit becomes payable only where the contract of sale includes an express term to that effect. A deposit serves two purposes: it gives the seller security that the buyer will perform the contract, and it acts as part payment of the purchase price on completion The deposit therefore provides the seller with confidence that the buyer will fulfil their contractual duties. How much deposit is payable? The memorandum of sale should state the deposit agreed between the buyer and the seller and due on exchange. As a routine check, each party’s conveyancer should confirm with their client that the figure shown in the memorandum is...

Common law—implied terms Reasonable care and skill Where a purchaser obtains a house from a builder either: during the course of its construction, or under a contract to build it, the common law implies a term that the builder will perform in a proper, workmanlike manner. It is also implied that the builder will provide sound and suitable materials. Fit for human habitation Common law further implies a term that the property will be reasonably fit for human habitation. Liability covers defective design as well as poor materials or workmanship. The Court of Appeal decided the term applied where a buyer purchased from a builder a house completed save for decorations, certain fittings, and plastering in one room. Subject to the Unfair Contract Terms Act 1977 ( UCTA 1977), which permits exclusion only where reasonable, express terms may displace the implied terms. They are not, however,...

Rescission may either signify that a contract is brought to an end for breach, or that it is regarded as if it had never existed—this latter being rescission ab initio. This Practice Note sets out the meaning of these two distinct remedies, the choices open to the parties, and what the Standard Conditions of Sale ( SCS) and the Standard Commercial Property Conditions ( SCPCs) stipulate in this regard. For contractual remedies in relation to property contracts generally, see Practice Notes: Notice to complete Repudiation of property sale contracts Specific performance of property agreements Liability for breach of property contract after completion Return or forfeiture of a deposit Misrepresentation, misstatement and non-disclosure in property matters Exclusion clauses in property...

This Practice Note reviews repairing duties in Scottish commercial leases, covering how such obligations are interpreted, extraordinary repairs, interim dilapidations, remedies for breach by landlord or tenant, the scope of duties, and payment obligations for repairs at lease termination. For the principal judicial and non-judicial remedies in Scottish landlord and tenant disputes generally, see Practice Note: Remedies in landlord and tenant disputes— Scotland. Interpreting repair obligations in commercial leases A lease’s repairing clause allocates the respective responsibilities of landlord and tenant for the let subjects and any shared parts of the property of which they form part. In practice, parties and their solicitors negotiate how repair risk is divided, and unambiguous drafting is required to shift responsibility from landlord to tenant. Care is also needed in defining the let subjects and the extent of common parts so that liability is aligned...

What is the appropriate standard of repair for a tenant? This Practice Note explains: what a repairing covenant obliges a tenant to do, the meaning of 'well and substantially repair', the significance of the initial state and condition, whether a higher rent implies a higher repairing standard, if repair equates to good condition, allowances for fair wear and tear, what a tenant must do to meet repairing obligations, whether to repair or replace. Absent clear wording to the opposite effect (for example, a schedule of condition), a covenant to repair requires the tenant to carry out works which, having regard to the property's age, nature and location, render it reasonably fit and suitable for occupation by a reasonable incoming tenant of the type likely to take it on comparable terms to the present lease. A promise 'well and...

This Practice Note explains the changes to residential occupation in Wales introduced by the Renting Homes ( Wales) Act 2016 ( RH( W) A 2016). It outlines the revised terminology used by RH( W) A 2016, the bases on which a standard occupation contract can be ended, any preliminary requirements a landlord must satisfy before serving a valid termination notice, the steps for ending a standard occupation contract, and the format and service of notices under RH( W) A 2016. It also addresses possession proceedings under CPR Part 55. This Practice Note concerns only standard occupation contracts. For guidance on ending secure contracts, see Practice Notes: Renting Homes ( Wales) Act 2016—when are occupation contracts secure? and Renting Homes ( Wales) Act 2016—terms of secure contracts. Terminology under the Renting Homes ( Wales) Act 2016 RH( W) A 2016 introduces terminology that differs from other...

ARCHIVED : This Practice Note is archived and no longer maintained. The Renting Homes ( Wales) Act 2016 ( RH( W) A 2016) took effect on 1 December 2022. From that day, existing residential tenancies and licences—save where RH( W) A 2016 specifically excludes them—were converted into either secure or standard occupation contracts. This Practice Note examines the transitional provisions in RH( W) A 2016, Sch 12, and the Renting Homes ( Wales) Act 2016 ( Saving and Transitional Provisions) Regulations 2022 (the Transitional Regulations 2022), SI 2022/1172, which govern and regulate the conversion of existing tenancies into occupation contracts. It considers the status of tenancies and licences in existence on 1 December 2022, the terms of those arrangements, and the methods of terminating them. Status of existing tenancies and licences—converted contracts On 1 December 2022, the following forms of occupation of a...

The Renting Homes ( Wales) Act 2016 ( RH( W) A 2016) This legislation brought significant reforms to how residential properties in Wales are let, replacing almost all existing residential tenancies and licences with a single ‘occupation contract’. Under these occupation contracts, all landlords must supply their tenants, known as ‘contract-holders’, with a written statement clearly setting out the terms of the occupation contract at the outset of the contract (or by 1 June 2023 for former tenancies that converted to occupation contracts). RH( W) A 2016 also prescribes certain compulsory terms that have to appear in the......