Property Development Disputes Solicitors

Property development disputes can put significant capital, project timelines, funding arrangements and commercial relationships at risk. A disagreement that begins with a missed payment, disputed consent or difference over strategy can quickly affect construction, refinancing, disposals and the overall value of a development.

At The Jonathan Lea Network, we advise developers, investors, landowners, property companies, joint venture partners and special purpose vehicles (SPVs) on complex disputes arising from development projects, land transactions and corporate structures. We act at every stage, from early strategic advice and negotiations through to mediation, arbitration and court proceedings where necessary.

Our approach is commercially focused. The legal merits matter, but so do cashflow, planning, finance, programme, market conditions and the relationships needed to complete or realise the value of the project. We therefore look at the dispute in the context of the development as a whole and work with JLN’s corporate, commercial property, construction and finance lawyers where the issues overlap.

When a Property Development Dispute Arises

Development projects involve multiple contracts, parties and sources of finance. The legal relationships may include landowners, developers, shareholders, directors, lenders, contractors, consultants, purchasers and public authorities. A problem in one area can therefore have consequences elsewhere.

For example, a disagreement between joint venture partners may prevent an SPV from approving further borrowing. A disputed option notice may jeopardise access to a strategically important site. An overage claim may affect a disposal or refinancing. A restrictive covenant may threaten a scheme even though planning permission has been obtained.

Early advice can help identify which issues require immediate action and which can be dealt with through negotiation. It can also prevent steps being taken, such as serving a notice, refusing funding or beginning development, which could weaken your legal or commercial position.

Property Development Disputes We Advise On

We advise on a broad range of substantial development disputes, including:

– property development joint venture disputes and deadlock;

– shareholder and director disputes within development SPVs;

– conditional contract disputes;

– property option agreement disputes;

– overage and uplift disputes;

– failed land acquisitions and development transactions;

– restrictive covenants affecting development land;

– disputes over ownership, control and funding;

– claims seeking specific performance of property contracts;

– damages claims for lost profit, delay, wasted expenditure and additional finance costs; and

– mediation and negotiated settlement of development disputes.

The right strategy will depend on what the client needs to protect. In some cases, the priority is securing a site or preventing an unauthorised transaction. In others, it is keeping a project moving, recovering money or negotiating an orderly exit from a relationship that is no longer workable.

Property Development Joint Venture Disputes

Joint ventures are commonly used to combine land, development expertise and capital. They can be created through contractual arrangements, companies or SPVs, and often continue for several years while planning, construction and disposals take place.

Disputes may arise over funding contributions, cost overruns, business plans, reserved matters, board control, refinancing, contractor appointments, sales strategy or the timing of an exit. The parties may also disagree over whether one party has breached the joint venture agreement or acted in a way that benefits its own interests at the expense of the project.

We can review the joint venture documents and wider development arrangements, identify the parties’ rights and obligations and advise on deadlock procedures, funding remedies, buyouts, restructuring, mediation or proceedings.

See our Property Development Joint Venture Disputes page for more detail.

Property SPV Shareholder and Director Disputes

Many development projects are held through a company established specifically for the site or scheme. Where relationships between shareholders or directors break down, the dispute can affect the ownership and control of the development itself.

We advise on shareholder deadlock, unfair prejudice claims, breaches of directors’ duties, alleged diversion of development opportunities, funding disputes, director removal, dilution and shareholder buyouts. These matters often require company law advice alongside a detailed understanding of the property, finance and development arrangements.

Where urgent decisions are being taken, such as issuing new shares, transferring assets, drawing finance or selling the site, early advice may be necessary to preserve the position while the underlying dispute is addressed.

See our Property SPV Shareholder and Director Disputes page.

Conditional Contract Disputes

A conditional contract usually provides that a land sale will proceed only after specified conditions have been satisfied, commonly relating to planning, finance, title or another development requirement.

Disputes often concern whether the condition has actually been satisfied, whether a party has complied with an obligation to use reasonable or best endeavours, whether a longstop date has expired, whether a condition can be waived and whether one party is entitled to terminate.

The wording of the contract and the factual history are critical. A premature or invalid termination may itself amount to a serious breach, while a failure to act before a longstop date or notice deadline can materially affect the available remedies.

See our Conditional Contract Disputes page.

Property Option Agreement Disputes

Option agreements give a party, often a developer, the right to acquire land within a defined period or after an agreed trigger such as planning permission. They can become particularly valuable as a site’s development potential increases.

A dispute may concern whether an option has been validly exercised, whether the notice complied with contractual requirements, the effect of a planning trigger, the calculation of the purchase price or a landowner’s refusal to complete.

Option notices and service provisions can be highly important. We can review the option, the exercise notice, title protection, planning history and valuation mechanism and advise on the appropriate remedy, including where the commercial objective is to obtain the site rather than simply claim compensation.

Certain options and similar contractual control arrangements over registered land may fall within the reporting regime introduced by the Provision of Information (Contractual Control) (Registered Land) Regulations 2026 (SI 2026/615), which were made on 8 June 2026 and come into force on 6 April 2027. 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. Qualifying events occurring on or after 6 April 2027 are generally subject to a 60-day reporting deadline. Non-compliance may affect the ability to register a notice or restriction protecting the right.

See our Property Option Agreement Disputes page.

Overage Disputes

Overage, sometimes called uplift, allows a former landowner to receive an additional payment if an agreed event increases the value of land after a sale. Agreements may operate for many years and can become contentious when planning permission is obtained, the land is sold or development begins.

We advise on whether a trigger has occurred, calculation and valuation disputes, permitted deductions, disposals, anti-avoidance provisions and enforcement. Overage disputes can affect sales, refinancing and the commercial viability of a development, so it is important to understand both the payment obligation and the security arrangements protecting it.

See our Overage Disputes Solicitors page.

Failed Property Development Transactions

A failed land acquisition can leave a developer without a critical site and both parties exposed to substantial finance and professional costs. The legal issues may include failure to complete, repudiatory breach, deposits, misrepresentation, rescission, specific performance and damages.

We can advise whether the contract remains binding, whether a notice to complete or termination is valid, who is entitled to a deposit and whether the priority should be compelling completion or recovering financial loss.

See our Failed Property Development Transactions page.

Restrictive Covenants Affecting Development Land

Private restrictive covenants can prevent or limit development even where planning permission has been granted. A covenant may restrict building, density, use or other activity and may therefore affect land value, funding and the viability of a scheme.

We advise on the meaning and enforceability of covenants, who has the benefit, the risk of injunction proceedings, negotiated releases and applications to the Upper Tribunal (Lands Chamber) for modification or discharge under section 84 of the Law of Property Act 1925.

Where a covenant is identified, developers should obtain advice before contacting potential beneficiaries or commencing works. The steps taken at an early stage can affect negotiation strategy, potential insurance and the risk of enforcement.

See our Restrictive Covenant Disputes Affecting Development Land page.

Specific Performance in Property Disputes

Damages are not always an adequate remedy where the dispute concerns a unique or strategically important development site. In appropriate cases, a party may seek specific performance, a court order requiring the other party to perform its contractual obligations.

This remedy may be relevant to land sale contracts, options, conditional contracts and some development agreements. It is discretionary rather than automatic, so the court will consider matters including the terms of the contract, the claimant’s own performance and whether damages would provide an adequate alternative.

See our Specific Performance in Property Disputes page.

Damages Claims in Property Development Disputes

Development disputes can cause losses extending far beyond an unpaid invoice or simple difference in price. A delayed or failed project may generate additional interest, refinancing costs, professional fees, wasted expenditure, reduced land value or lost development profit.

The existence of a breach does not automatically make every claimed loss recoverable. Causation, remoteness, mitigation and evidence all matter. Substantial claims may require expert valuation, accounting or development evidence to establish what would probably have happened if the breach had not occurred.

We advise both claimants and defendants on identifying, evidencing and challenging development losses.

See our Damages Claims in Propery Development Disputes page.

Mediation and Commercial Settlement

Litigation is sometimes necessary, but a court judgment may not provide the most commercially useful solution to a live development dispute. Mediation and structured negotiations can allow parties to agree outcomes a court could not readily impose, such as revised funding, an extended completion date, a buyout, restructuring of an SPV or changes to the development programme.

Following the Court of Appeal’s decision in Churchill v Merthyr Tydfil County Borough Council [2023] EWCA Civ 1416 and the consequential amendments to the Civil Procedure Rules which came into force on 1 October 2024, promoting or using alternative dispute resolution (ADR) now forms part of the overriding objective under CPR 1.1(2)(f), and the court’s active case management duty under CPR 1.4(2)(e) expressly includes ordering or encouraging parties to use, and facilitating the use of, ADR. A failure to comply with such an order, or an unreasonable refusal to participate in ADR proposed by another party, may also be taken into account when the court exercises its discretion as to costs. Declining to engage with a mediation proposal therefore carries litigation risk in its own right.

We assist with case assessment, mediation preparation, settlement strategy, without-prejudice negotiations and the drafting of settlement agreements and consent orders.

See our Mediation and Settlement of Property Development Disputes page.

What Should You Do When a Development Dispute Starts?

The best immediate steps depend on the dispute, but some principles apply across many cases.

– Preserve contracts, notices, emails, messages, board minutes, budgets, valuations and financial records. Contemporary documents can be important when the parties later disagree about what was decided or why an action was taken.

– Check notice provisions, contractual deadlines and longstop dates before taking action. Property agreements often contain detailed service requirements, and an incorrectly served notice can create a separate dispute.

– Avoid making admissions, terminating agreements or taking irreversible corporate steps without understanding the consequences. A response made under commercial pressure can affect later remedies and negotiating leverage.

– Consider the project as well as the claim. Identify upcoming funding dates, planning deadlines, construction commitments, sales and refinancing events that may change the urgency or settlement options.

– Obtain advice promptly if assets, shares, development land or project funds may be transferred. Injunctive or other urgent relief may need to be considered before the relevant step occurs.

Our Approach to Property Development Disputes

We start by identifying what outcome matters most. That may be keeping control of an SPV, securing a site, recovering an overage payment, preventing development, obtaining compensation or finding a workable exit.

We then assess the legal position against the evidence and the economics of the project. Where necessary, we can work with valuers, accountants, planning consultants, surveyors and other experts. Our multidisciplinary structure also allows dispute resolution lawyers to work alongside JLN’s Property Development, corporate and construction teams.

Where a commercial resolution is achievable, we will look for the most effective route to it. Where proceedings are required, we can advise on pre-action steps, urgent applications, court strategy, evidence, expert issues and enforcement.

Our aim is to give clients a clear understanding of their options, risks and likely next steps so that decisions can be taken with the wider development firmly in view.

Who We Act For

We advise a range of clients involved in development projects, including:

– SME and institutional developers and housebuilders;

– property investors and investment companies;

– landowners and promoters;

– joint venture partners and shareholders;

– property companies and SPVs;

– lenders, funders and other stakeholders; and

– businesses acquiring, developing or disposing of strategically important land.

Our service is particularly suited to substantial commercial disputes where the value, complexity or strategic importance of the project warrants experienced litigation and cross-disciplinary support.

Frequently Asked Questions: Property Development Disputes

Speak to Our Property Development Disputes Team

A development dispute can become more difficult and expensive once deadlines pass, funds are committed or relationships become entrenched. Early strategic advice can help you understand your rights, preserve leverage and decide whether the best route is to keep the project moving, negotiate an exit or pursue formal remedies.

Contact The Jonathan Lea Network to discuss your matter with our property development dispute solicitors. We can review the background, identify the immediate legal and commercial priorities and advise on a proportionate strategy for resolving the dispute.

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.