Law Firm Support
Real estate joint venture
Advised client of major national law firm needing out-sourced specialist advice in relation to two large UK sites owned and operated by a target joint venture company, with significant levels of contamination, assessing risk in detail, setting out material threshold risks and contractual and practical solutions, leading to completion
Multiple corporate share acquisitions
Advised national law firm in respect of several high value corporate share acquisition transactions involving groups of corporate industrials in the UK with multi-site assets all affected by historic and current contaminative activities, under various freehold and leasehold terms and variable operational permitting arrangements. In all cases providing firm and its clients with practical advice as to due diligence steps on each site, contractual protection and retentions in sale and purchase agreements, content of disclosure letters and package and, in some cases, reporting role to funders to ensure completion
Multiple real estate and business asset transfers
Advised national law firm in respect of several high value real estate and business asset transfer transactions, for vendors and purchasers, involving significantly contaminated sites, providing critical drafting for sale and purchase contracts, practical advice on liability and risk allocation and, in some cases, reporting role to funders to ensure completion
Landfill corporate share sale
Advised national law firm and its clients on a tricky corporate sale of shares in a company which owned and operated various golf courses/centres from leasehold sites, including one sited on a former municipal landfill on which was dumped a variety of domestic and commercial wastes, including incinerator wastes, for 30 years after WWII. The purchaser of the company was averse to risk passing with the target company, notwithstanding provisions in the leases where the landlords assumed environmental liabilities. The remit was to review the data on the site’s physical condition and assess the strength of these lease provisions
Development on landfill
Advised national law firm in respect of contractual structures and wording required to protect client seeking to develop waste landfill site into a golf course while retaining the landfill
Operations HQ on contaminated land
Advised national law firm requiring specialist support in relation to acquisition for major global car manufacturer of a new HQ in UK affected by historic contamination and potential groundwater pollution liability attaching to new owners. Advising as to risk and legal background and recommending practical, regulatory and contractual steps to protect client’s position
Vendor liability limitation on land sale
Advised national law firm requiring specialist support for a client selling former industrial land and being subjected to robust indemnity provisions. Drafting key limitations into indemnity wording to reduce risk of liability to low, acceptable levels, with early expiry/discharge. Also advising on insurance coverage against the reduced risk of indemnity being triggered
Liability carve-out in FRI commercial lease
Advised national law firm and its client in respect of potential liability position under a full repairing lease of industrial land contaminated by previous owners and tenants. Drafting bespoke amendments to the lease to ensure client untouched by contamination liability not caused by its own operations, including protections and indemnities for business interruption or other liabilities arising in future from the previous contaminative operations
Liability avoidance in migration of mercury
Advised national law firm and its client in its capacity as former tenant of a site, into which a contractor working on an adjoining development site moved soils contaminated with the extremely dangerous pollutant mercury. Advising client on potential liability under lease and general law and practical steps to be taken to measure the physical risk and then address the issue legally by taking the offensive against owner of the adjoining site as source of the mercury contamination. Resolving matters to client satisfaction
Protection of landowner from drilling operations in former landfill
Advised national law firm and its client, a global IT manufacturer, in respect of land it had acquired in NW England which had been significantly contaminated after use for many years as a Council refuse site. The Council wished to re-enter the land to make intrusive investigations and our remit was to draft the contractual conditions under which this would be permitted in order to protect the client from liability
Legal challenge to development refusal based on flood risk
Represented a major city centre developer, New City Vision, in challenge of regulatory refusal of mixed-use development, preparing detailed submissions for local planning authority and flood risk authority and supporting client’s real estate and planning lawyers
Allocation of liabilities for historic contamination between tenant and sub-tenant
Supported law firm in real estate transaction in drafting bespoke liability allocation clauses as between non-polluter tenant and sub-tenant of leisure facility constructed on historic landfill, dovetailing with head lease and sub-lease provisions and users and current and prospective future legislation governing historic contamination, groundwater pollution and common law liability.
Tesco nationwide brownfield development
Provided support to national law firm in looking after the interests of Tesco over an 8-year period during its large store expansion phase between 2003 and 2011, on a number of difficult new-build projects on contaminated sites across the UK, in all cases providing full liability protection through suites of inter-locking contracts and liability shields. Advised on a wide variety of situations, including former gas works, oil refineries, quarries and landfill sites, all being subjected to sensitive and difficult remediation strategies