Peter Dawson led a team that worked on the purchase of a £32 million property for an investor client. The site included office buildings, one of which had previously been used as a Clerical Medical call centre. There were complex aspects to the deal; Clerical Medical (part of HBOS) had entered into a sale and leaseback contract with the seller for three of the office buildings on the site, and another part of the site was owned on an unregistered long lease from the local authority.
The site's owner was sub-selling to our client (in the process unwinding an earlier stamp duty saving scheme) and was seeking sub-sale relief from SDLT. The concern was that because of the previous history sub-sale relief might be denied and the Inland Revenue would not issue a certificate to the seller. If this happened the Land Registry would not register the transfer to our client. We therefore negotiated a retention equal to the likely amount of SDLT that the developer would have to pay if sub-sale relief was denied and the deal was completed in around four weeks.