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When you sell land, what exactly are you selling?

Reasons to choose Wilson Browne

Sometimes it is obvious: if you sell a plot with a factory on it, you are selling the building.  If you sell land with trees, then clearly you are also selling the trees.  But what about if you are selling land with solar panels?  And what if you are selling land with some man made lakes stocked with commercial fish?

A recent case, Borwick Development Solutions Ltd v Clear Water Fisheries Ltd [2019] EWHC 2272 (Ch), highlights the difficulties when the sale contract is not clear and the physical situation of the land is not straightforward.  In this case the land was sold by way of a LPA receiver.  The land did indeed have solar panels and also man made lakes stocked with commercial fish.  The sale contract did not mention either the solar panels or the fish, so what happened to them – did the buyer acquire the solar panels and the fish or neither?

The court decided the solar panels were sold to the buyer but the fish were not.  The court decided this on fairly familiar reasons for lawyers in relation to the solar panels because the solar panels were fixed to the land by way of concrete and their use was not independent of the land but an integral part of the land.  The fish question was more unusual because land owners do not generally own any wild animals on their land.  However in this instance because the landowner had introduced the fish and they were in a contained system, the court decided the fish were not an integral part of the land and as the sale contract had not dealt with them, they remained the property of the land owner.

This case is important for land owners and future buyers because it reinforces the importance of considering all aspects of the land, and what is contained within it, when coming up with a sale or purchase and for lawyers, to ensure that the contract explicitly deals with non-standard aspects of the land.

Nina Wilson

Posted:

Nina Wilson

Partner

Nina is a Solicitor and Partner of almost 20 years experience advising clients on commercial property law. A Legal 500 recognised Lawyer, Nina has acted in multi-million pound acquisitions and development agreements.