Conditional Contract Disputes Solicitors

Conditional contracts are widely used in property development where a buyer is prepared to commit to acquiring land only if specified matters are resolved first. The most common condition is planning permission, but agreements may also depend on finance, title, access, vacant possession or another project requirement.

When the parties disagree about whether a condition has been satisfied, the consequences can be significant. A developer may have invested heavily in planning and design work, while a landowner may have been unable to sell elsewhere for a lengthy period. The dispute may determine whether the transaction completes at all.

At The Jonathan Lea Network, we advise developers, investors and landowners on disputes arising from conditional contracts for development land. We can become involved before a critical deadline, after one party serves a termination notice or where the contract has become unconditional but completion is disputed.

How Conditional Contracts Work

A conditional contract is binding, but completion is delayed until the agreed conditions are satisfied or waived in accordance with the contract. The agreement should define the relevant condition, who is responsible for pursuing it, any minimum requirements and the date by which it must be achieved.

Because these provisions allocate development risk between buyer and seller, the precise wording matters. A planning permission that appears commercially useful may not satisfy a detailed contractual definition. Conversely, a party may not be entitled to reject an outcome simply because it is less favourable than expected.

The contract may also require a party to use reasonable endeavours, all reasonable endeavours or best endeavours to achieve a particular result. Those obligations need to be read in context rather than treated as interchangeable labels.

Common Conditional Contract Disputes

We advise on disputes concerning:

– whether a planning condition has been satisfied;

– whether finance or another commercial condition has been met;

– the meaning of a satisfactory or acceptable planning permission;

– reasonable, all reasonable or best endeavours obligations;

– obligations to submit, amend or appeal planning applications;

– longstop dates and extension rights;

– waiver of contractual conditions;

– disputed termination notices;

– entitlement to deposits; and

– failure to complete once the contract becomes unconditional.

These issues often overlap. For example, a seller may say that the longstop date has passed while the buyer argues that the seller’s own conduct prevented the planning condition from being satisfied.

Planning Conditions

Planning conditions are common because a site’s value and viability can change substantially depending on the permission obtained.

A conditional contract may specify the number of units, permitted use, floor area, access arrangements or limits on planning obligations and infrastructure costs. It may also define what makes a permission satisfactory, for example by excluding conditions or section 106 obligations that would make the scheme commercially unviable.

Disputes can arise over:

– whether the permission falls within the contractual definition;

– whether a planning condition or obligation is too onerous;

– whether a refused application should be appealed;

– whether a revised application was required;

– who decides whether the permission is acceptable; and

– whether the buyer has delayed the planning process.

We can review the contract alongside the planning history, application documents, professional advice and correspondence to assess whether the condition has been met.

Finance and Other Conditions

Some acquisitions are conditional on the buyer obtaining funding or satisfying another commercial requirement. The wording should be examined carefully to determine whether the condition is objective, whether the buyer has discretion and what steps it must take to obtain finance.

A buyer may not necessarily be entitled to rely on a finance condition after simply deciding that the available terms are unattractive. Equally, the seller may not be able to insist on completion if the contractual condition has genuinely not been met.

Other conditions may relate to title, rights of access, vacant possession, surveys, infrastructure arrangements or third-party consents. We can advise on the meaning of these provisions and whether the necessary evidence of satisfaction has been provided.

Reasonable and Best Endeavours Obligations

Development contracts frequently require one party to take steps to bring about the relevant condition. The level of effort required depends on the contractual wording and circumstances.

A dispute may concern whether a developer pursued planning sufficiently quickly, whether an appeal should have been made, whether additional expenditure was required or whether a party deliberately allowed the condition to fail so that it could escape the transaction.

These cases are fact-sensitive. Contemporary correspondence, professional advice, application records and internal decision-making can all be important in showing what steps were taken and why.

We can advise on the scope of the obligation and whether the conduct complained of is likely to amount to a breach.

Longstop Dates and Extensions

A longstop date sets the point by which the condition must generally be satisfied. The contract may then give one or both parties a right to terminate, extend the period or continue while an appeal or application remains outstanding.

Longstop disputes often arise where the parties have invested considerable time and money and one side wants to proceed while the other sees an opportunity to exit. The notice provisions should be checked before any termination is attempted.

We can also assist where the parties wish to negotiate an extension or revised condition so that the development can continue rather than allowing the transaction to collapse.

Waiver of Conditions

Some conditions exist for the benefit of one party and may be capable of waiver. Others protect both parties or are drafted so that waiver is restricted.

A waiver may have significant consequences. Once a condition is waived, the contract may become unconditional and completion obligations may follow. A party should therefore understand whether it has the right to waive, the required form of notice and whether the decision is irrevocable.

We can advise on proposed waivers and disputes about whether a condition has already been waived by notice or conduct.

Termination and Failure to Complete

If a condition is not satisfied by the relevant deadline, the contract may allow termination. The right to terminate should be exercised strictly in accordance with the agreement.

An invalid termination can itself amount to a serious breach and may allow the other party to claim damages or seek another remedy. Before serving a notice, it is important to consider whether any preconditions have been met, whether the notice must contain particular information and how it must be served.

If all conditions have been satisfied or waived and the contract has become unconditional, a later refusal to complete is a different problem. Depending on the circumstances, the innocent party may consider a notice to complete, termination, damages or specific performance.

For further detail, see our Failed Property Development Transactions and Specific Performance in Property Disputes pages.

Deposits

A failed conditional contract may lead to a dispute over the deposit. Entitlement will depend on the contractual terms, whether the agreement was validly terminated and the circumstances in which completion failed.

The stakeholder arrangements and any express provisions dealing with repayment or forfeiture should be reviewed. Neither party should assume that a deposit automatically belongs to the seller or must automatically be returned to the buyer.

Contractual Control Reporting Requirements

Options and conditional contracts can give developers significant control over land before ownership changes. The Provision of Information (Contractual Control) (Registered Land) Regulations 2026 (SI 2026/615) were made on 8 June 2026 and come into force on 6 April 2027. They apply to registered land in England and Wales and can capture qualifying written agreements, including options, conditional contracts, pre-emption rights and certain promotion agreement rights, that give a person a right to require the sale of a freehold or the grant of a lease of 15 years or more, where the right is held for the purposes of an undertaking. Significant exclusions apply, including overage and clawback arrangements, restrictive covenants, rights necessary or incidental to loan or security arrangements, rights where the total period of control is less than 18 months, and certain rights under section 106 agreements.

Two timetables matter. Where the regime applies, qualifying rights granted between 8 June 2026 and 6 April 2027 must be reported to HM Land Registry by 6 October 2027. For qualifying grants, exercises, assignments, variations or terminations occurring on or after 6 April 2027, the information must generally be submitted within 60 calendar days of the trigger event. Reporting is made through a regulated conveyancer. Parties entering into conditional contracts now should therefore identify whether the agreement creates a qualifying contractual control right and retain the information required for reporting.

This reporting regime does not determine whether a disputed contractual condition has been satisfied. Where the regime applies, however, non-compliance may affect the registrar’s willingness to register a notice or restriction protecting the right, which in turn can affect whether the interest binds a successor in title.

Documents We Commonly Review

Depending on the dispute, useful documents may include:

– the conditional contract and any variations;

– heads of terms and side letters where relevant;

– planning applications, permissions and section 106 documents;

– reports from planning consultants or other advisers;

– finance correspondence and term sheets;

– notices of satisfaction, waiver or termination;

– title documents and searches;

– evidence of any contractual control information provided to HM Land Registry;

– evidence of expenditure incurred in pursuing the condition; and

– correspondence between the buyer and seller.

A clear chronology of the relevant applications, decisions, notices and deadlines is often particularly helpful.

How We Can Help

Our team can:

– interpret conditional contract provisions;

– advise whether conditions have been satisfied;

– assess compliance with endeavours obligations;

– advise on longstop dates and extension rights;

– advise on waiver;

– prepare or challenge termination notices;

– advise on deposits and completion obligations;

– advise on contractual control reporting obligations;

– negotiate extensions or revised terms;

– seek or defend specific performance and damages claims; and

– represent clients in mediation, arbitration or court proceedings where necessary.

Where the transaction can still be saved, we will consider whether a negotiated amendment gives the client a better commercial outcome than immediate termination or litigation.

Frequently Asked Questions: Conditional Contract Disputes

Speak to Our Conditional Contract Dispute Solicitors

Conditional contract disputes often become urgent because rights can change when a longstop date expires or a notice is served. Early advice can help establish whether the condition has been satisfied, what steps remain available and whether the transaction can still proceed.

Contact The Jonathan Lea Network if you are involved in a dispute over planning, finance, endeavours obligations, waiver, termination, a deposit or completion of a conditional land contract.

For our wider services, see our Property Development Disputes Solicitors page.

Contact Us

We provide most enquiries with an indicative scope of work and fee estimate, based on the information you share. We aim to respond within one working day.

In the same email you will be invited to arrange a 20-minute complimentary, no-obligation video consultation, should the proposed scope of work and fee estimate be of interest. This initial discussion is designed to better understand your requirements, refine the scope and ensure our approach is fully aligned with your objectives, at the end of which we will email you a definitive formal fee estimate to consider and approve.

Where you would prefer to receive initial advice and guidance from the outset, or where a short introductory call would not be the most appropriate starting point, we may instead recommend a 2.5-hour fixed-fee appointment, starting from £700 + VAT. This enables us to review the information you provide, discuss your situation with you and provide considered, tailored advice at an early stage.

To make an enquiry, please email us at wewillhelp@jonathanlea.net, complete our contact form, or call us on 01444 708640.