First Steps
What an Unsolicited Approach Really Means
Contact from a developer, housebuilder, promoter, agent or investor can identify a genuine opportunity, but it is only the beginning of the assessment and negotiation process.
An approach normally means that somebody believes the land may have present or future development potential. They may have identified its location, road frontage, relationship with a settlement, planning history or position within an emerging Local Plan. It does not establish that planning permission is likely, that the proposed agreement is suitable or that the figure mentioned represents the best value available to the landowner.
The first response should be calm and factual. Ask the person making the approach to identify their business, the exact land they are interested in and the commercial structure they are proposing. Request a written plan and written outline of the principal terms. Avoid giving a binding indication that you will sell, grant exclusivity or accept a particular price before the planning and contractual position has been reviewed.
Keep copies of letters, emails, plans and notes of telephone conversations. Where the approach concerns only part of a larger ownership, confirm whether access, visibility, drainage or services would depend on retained land. These details can materially affect both development potential and the terms that should be negotiated.
A free initial review by Value My Land can help place the approach in context by considering the location, planning policy, likely development route and obvious constraints. This can make it easier to decide whether to explore an immediate sale, negotiate a conditional arrangement or consider longer-term land promotion.
Who Has Contacted You?
Establish whether the party is a housebuilder, land promoter, planning consultant, agent, investor or intermediary and whether it will remain responsible for the proposal.
Which Land Is Included?
Obtain a clear plan showing the proposed boundary, access and any adjoining land or rights that may be needed.
What Is Being Proposed?
Ask whether the approach concerns a purchase, option, promotion agreement, conditional contract or a period of exclusivity.
What Must You Commit To?
Identify the duration, restrictions, costs, information rights and decision-making powers before signing any document.
An approach is evidence of interest, not a complete valuation or planning assessment. The strongest negotiating position usually begins with understanding why the land has attracted attention and what alternative routes may be available.
Different Commercial Structures
Identify the Type of Deal Before Comparing the Headline Figure
Two proposals can mention similar values while giving the landowner very different certainty, control, costs and exposure to planning risk.
Unconditional Sale
The land is sold without the buyer first having to obtain planning permission. The price and completion terms should reflect the present planning position and the value of any future potential being transferred.
Conditional Contract
Completion normally depends on a defined condition, often the grant of satisfactory planning permission. The contract should regulate the application, acceptable permission, expenditure, longstop date and consequences if the condition is not met.
Option Agreement
The developer obtains a right, but usually not an obligation, to buy the land during a specified period. The valuation mechanism, deductions, minimum price, extensions and assignment rights require careful review.
Promotion Agreement
A promoter funds and manages an agreed strategy to secure planning or allocation and then markets the land. The landowner and promoter usually share an interest in maximising the eventual sale proceeds.
Exclusivity Agreement
The landowner agrees not to negotiate with other parties for a limited period while the proposed transaction is investigated. Scope, duration, permitted discussions and cost reimbursement should be tightly controlled.
Overage Arrangement
A sale may reserve an additional payment if planning permission, development or another value-enhancing event occurs later. The trigger, duration, calculation and security determine whether the protection is effective.
The right structure depends on the site, the landowner’s objectives and the realistic planning route. A landowner who needs an early, certain receipt may place greater weight on an unconditional sale. Where substantial planning work could materially increase value, a well-drafted promotion agreement may better align the parties. An option can provide a credible developer with time to investigate and promote the land, but it may also give that developer greater control over whether and when the purchase proceeds.
Do not compare proposals solely by looking at an acreage rate or a percentage. Consider the minimum price, market-value definition, permitted deductions, promotion fee, professional costs, interest, tax treatment, longstop date, termination rights and the process for marketing or valuing the land. Your solicitor and other professional advisers should review the complete package.
Value Before Terms
Understand the Planning Potential Before Agreeing a Price
The value of development land is connected to what can realistically be achieved, the time and cost required and the risks a purchaser or promoter must carry.
A figure offered at the start of negotiations may be based on existing use, a broad estimate of hope value or an assumed development scenario. It may not reflect the number of homes or amount of floorspace the land could support, the likelihood of securing permission, the value of completed development or the abnormal costs that would be deducted within a residual appraisal.
Planning status is central. Allocated land, land within a settlement boundary and land with a current planning permission generally carry different levels of certainty from an unallocated field. However, unallocated land can still have value where it occupies a sustainable location, can be submitted through a Call for Sites or may benefit from a Local Plan review, housing shortfall or another change in planning circumstances.
Development capacity must also be realistic. Gross acreage is reduced by roads, drainage, open space, landscape buffers, ecology, utilities and other infrastructure. Access ownership, visibility, topography, flood risk and neighbouring uses can affect both the number of homes and the cost of delivery. A credible proposal should be based on these factors rather than an unsupported assumption.
Read our guides on how land is valued in the UK and land value with planning permission for a fuller explanation of value stages and residual appraisal.
A headline offer can appear attractive while producing a lower net receipt after deductions or transferring valuable future potential. Compare the commercial outcome after planning costs, obligations, fees, tax and timing have been considered.
Due Diligence
Questions to Ask the Developer or Promoter
Clear answers at the outset make it easier to distinguish a credible, properly funded proposal from a speculative approach or an agreement that transfers too much control.
What Is Your Track Record?
Ask for examples of comparable land, planning outcomes and completed sales, including sites where the planning route was difficult or extended.
Who Will Sign the Agreement?
Confirm the contracting company, its financial standing and whether the benefit can be assigned to another business without your consent.
What Planning Route Is Proposed?
Ask whether the intention is an immediate application, Local Plan promotion, Call for Sites submission or a combination of routes.
How Will the Price Be Calculated?
Obtain the valuation date, assumptions, minimum price, dispute process and the definition of market value in writing.
Which Costs Can Be Deducted?
Clarify consultant fees, application charges, legal costs, finance, interest, internal costs and any cap or approval procedure.
How Long Will Control Last?
Review the initial period, extension triggers, longstop date and the circumstances in which the landowner can terminate.
Who Controls Key Decisions?
Understand who approves applications, appeals, amendments, sales particulars, offers, purchaser selection and completion terms.
How Will the Land Be Marketed?
Where a sale follows planning success, ask whether there will be an open and competitive marketing exercise designed to maximise proceeds.
Early Documents
Treat Exclusivity and Heads of Terms Seriously
Documents described as preliminary can restrict your choices, create obligations or establish commercial principles that become difficult to renegotiate later.
Heads of terms usually record the principal commercial points from which the detailed legal document will be drafted. Some provisions may be expressed as non-binding, while confidentiality, exclusivity, access, costs or governing-law clauses may be intended to take immediate effect. The document should therefore be reviewed by a solicitor experienced in development land before it is signed.
An exclusivity period can give the other party time to undertake searches, surveys, valuation and legal investigation. It should be no longer than reasonably needed, should identify the land and proposed transaction precisely and should not prevent discussions that do not prejudice the agreed negotiation. Consider what happens if the other party makes little progress or materially changes its proposal.
Access rights for surveys require particular care. The agreement should control notice, insurance, damage, reinstatement, intrusive work, ecology surveys, confidentiality and the use of reports. Information gathered during exclusivity can be valuable even where the transaction does not proceed, so ownership and disclosure rights should be addressed.
Pressure to sign quickly is not a reason to skip advice. A credible party should expect the landowner to obtain independent legal, valuation and tax guidance. Reasonable investigation at the outset can prevent years of uncertainty under unsuitable terms.
Check Before Signing
Site and Ownership Position
Planning Interest Does Not Remove Legal or Delivery Constraints
Before granting control over the land, establish whether title, access, occupation or third-party rights could affect the proposed development and transaction.
The registered title and physical boundary may not be identical. A developer may require visibility splays, road widening, drainage outfalls or utility connections across land outside the proposed agreement. Where the landowner controls those areas, they should not be given away inadvertently or left outside the valuation. Where a third party controls them, the planning and contractual strategy must account for that dependency.
Restrictive covenants, easements, wayleaves, public rights of way, ransom strips, mortgages and occupational interests can all influence deliverability. Planning permission does not override private title restrictions. A buyer may require releases, additional rights or vacant possession, and the cost or uncertainty should be understood before the price mechanism is fixed.
Where several people or entities own the land, alignment is important. Each owner may have different tax circumstances, timescales and objectives. A collaboration or equalisation arrangement may be needed where values or costs must be shared fairly between parcels. Your solicitor can advise on the structure and decision-making process.
Existing agricultural, commercial or residential tenancies should be reviewed early. Notice periods and statutory protections can affect when possession is available. Do not make representations about vacant possession or development access until the occupational position has been checked.
Title and Boundaries
Check the registered extent, unregistered areas, boundary evidence and any land needed for access or infrastructure.
Private Rights
Review covenants, easements, wayleaves, rights of way and restrictions that may affect implementation.
Occupation
Identify tenancies, licences, grazing arrangements, business occupation and the route to vacant possession.
Multiple Owners
Agree how decisions, costs, value and sale proceeds will be coordinated between ownerships.
Commercial Outcome
Compare Net Proceeds, Control and Risk — Not Just Price
The strongest proposal is the one that produces an appropriate overall outcome after deductions, timing, obligations and the probability of success are assessed.
A proposed percentage of market value can sound straightforward, but the result depends on how market value is defined and established. The agreement should state the assumed planning permission, valuation date, marketing process, treatment of abnormal costs and procedure if the parties disagree. A minimum price or minimum percentage may protect against a transaction proceeding at an unacceptable level.
Deductions can materially affect the landowner’s receipt. Planning and technical expenditure may be reasonable where a promoter has funded a successful strategy, but the agreement should define recoverable costs, approvals, reporting, interest and any excluded overheads. The landowner should be able to understand how the eventual net sale proceeds will be calculated.
Timing also carries value. An early unconditional price provides certainty but may transfer the upside from future planning success. A longer promotion route may create a larger gross value but involves planning uncertainty and delayed receipt. The correct balance depends on personal objectives, succession, borrowing, tax and the realistic prospects of the site.
Independent tax advice is important before agreeing a structure or completing a sale. The website provides general planning and land information, not legal, valuation or tax advice. The transaction should be supported by advisers who understand the landowner’s particular circumstances.
Compare Each Proposal Against
Warning Signs
Common Red Flags in an Approach to a Landowner
No single feature proves that a proposal is unsuitable, but several warning signs justify additional investigation before the land is tied up.
Pressure to Sign Immediately
Urgency is used to discourage proper legal, valuation or planning advice before exclusivity or heads are agreed.
Vague Land or Price Description
The proposal does not identify the boundary, assumed development, valuation basis or deductions clearly.
Very Long Control Period
The option or exclusivity lasts for years without meaningful milestones, expenditure commitments or landowner termination rights.
Uncapped or Unreported Costs
The other party can incur and deduct costs without budgets, consultation, evidence or an agreed approval process.
Unrestricted Assignment
The agreement can be transferred to an unknown party without suitable financial or experience safeguards.
No Meaningful Minimum Return
The land can be acquired or sold under a mechanism that does not protect an acceptable minimum outcome for the owner.
Discouraging Independent Advice
The person approaching suggests that the documents are standard, simple or not worth referring to your own solicitor.
Guarantees of Planning Success
Planning permission is presented as certain despite policy, technical evidence and public decision-making remaining unresolved.
A reputable developer or promoter should be willing to explain the proposal, provide evidence of experience, allow time for advice and negotiate clear protections. Planning risk cannot be removed by optimistic wording.
A Practical Response
Eight Steps Before You Commit Your Land
A structured response protects flexibility while allowing a genuine development opportunity to be explored efficiently.
Record the Approach
Keep the correspondence, company details, proposed site plan and any figures or promises that have been discussed.
Define the Land
Confirm the ownership boundary, access, retained land and any adjoining parcel or right needed for the proposal.
Review Planning Potential
Check the Local Plan, settlement relationship, development history, Calls for Sites and principal technical constraints.
Identify the Deal Structure
Establish whether the party seeks a sale, option, promotion agreement, conditional contract or exclusivity period.
Compare the Net Outcome
Examine valuation assumptions, minimum price, deductions, fees, timing and the likelihood that the proposal will complete.
Appoint Your Advisers
Use your own solicitor and obtain valuation and tax advice appropriate to the land and personal circumstances.
Negotiate Clear Heads
Agree the principal commercial protections, responsibilities, timescales, reporting and decision-making process.
Complete Only When Satisfied
Do not sign until the full legal document reflects the agreed commercial position and the practical planning strategy.
How We Can Help
A Planning-Led Review Before You Decide
Value My Land can help you understand the opportunity behind an approach and whether another planning, promotion or sale route deserves consideration.
Our free initial assessment considers the site’s location, policy position, settlement relationship, access, visible constraints and likely route through the planning system. We can review whether the interest appears connected to an immediate planning opportunity, an emerging Local Plan, a longer-term allocation strategy or a broader land assembly exercise.
Where the land appears suitable for promotion and both parties wish to proceed, our usual model is to agree a promotion strategy under which the landowner retains ownership while we manage and fund the agreed planning and technical work at our own cost and risk. The landowner does not pay upfront consultant or planning costs under that model.
Following planning success, the land can be openly marketed to developers to create competition and establish the best available sale terms. Our agreed fee and recoverable promotion costs are paid from the sale proceeds in accordance with the agreement. If the agreed promotion is unsuccessful, the planning expenditure risk is carried by us rather than being invoiced to the landowner.
This is not the only route and it will not suit every site or landowner. The purpose of the initial review is to provide a clear starting point before valuable rights are granted or a first approach is accepted.
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Continue Your Research
Related Guides
These guides explain the planning, valuation, technical and contractual subjects that sit alongside this page without duplicating its main purpose.
Selling Land for Development
Understand the main stages, decisions and protections involved when preparing development land for sale.
Click herePromotion Agreement vs Option Agreement
Compare control, incentives, value mechanisms, costs and planning risk under the two principal strategic land structures.
Click hereLand Promotion Agreements
Learn how a promoter can fund and manage planning work before marketing the land following a successful outcome.
Click hereLand Option Agreements
Understand option periods, purchase rights, valuation provisions, extensions and matters for landowners to negotiate.
Click hereHow Is Land Valued in the UK?
Review existing-use value, hope value, comparable evidence and residual development valuation.
Click hereLand Value With Planning Permission
See how development capacity, obligations, abnormal costs and market evidence affect value after permission.
Click hereConditional Contracts for Development Land
Learn how completion conditions, planning obligations, acceptable permission and longstop dates can be documented.
Click hereOverage Clauses: What You Need to Know
Understand how future value increases can be reserved after a sale and why triggers and security matter.
Click hereTitle Plans and Boundaries
Identify ownership, access, boundaries and third-party rights before agreeing a development land transaction.
Click hereFrequently Asked Questions When a Developer Has Approached You
Should I respond when a developer contacts me?
Yes, it is sensible to acknowledge the approach and request written details, but you do not need to accept the proposal or commit to negotiations immediately. Ask who is contacting you, which land is included, what structure is proposed and how the price would be calculated.
Keep your response factual and avoid signing exclusivity, heads of terms or access documents until you have obtained appropriate advice.
Does an approach prove that my land can be developed?
No. It shows that somebody has identified possible value or strategic interest, but planning permission remains subject to policy, access, technical constraints, infrastructure and the decision-making process. Some approaches are made at an early speculative stage.
An initial planning review can help explain whether there is an immediate application opportunity, a Local Plan route or a more remote prospect.
Should I accept the first offer made for my land?
A first offer may be worth exploring, but it should not be accepted without understanding planning potential, alternative structures and the net outcome after deductions. The figure may assume a particular development capacity or transfer future planning upside to the buyer.
Compare certainty, timing, costs, control and the probability of completion, not only the headline amount.
Do I need a valuation before negotiating?
Professional valuation advice can be important, particularly where the price is fixed, the land will be acquired under an option or the agreement uses a market-value mechanism. The valuer should understand development land and the assumed planning position.
A planning-led assessment is also needed because value depends on the use, capacity, costs and certainty that can realistically be achieved.
What is an exclusivity agreement?
It is an agreement under which the landowner promises not to negotiate with other parties for a defined period while the proposed transaction is investigated. It may also regulate access, confidentiality, costs and information.
The period and scope should be proportionate. The document can be legally significant even where the later heads of terms are described as non-binding.
Are heads of terms legally binding?
Some heads are stated to be subject to contract, but particular clauses such as confidentiality, exclusivity, access or costs may be intended to bind the parties immediately. The wording and circumstances matter.
Use your own solicitor to review the document before signature and ensure that the commercial principles are sufficiently clear for the detailed agreement.
What is the difference between an option and a promotion agreement?
An option usually gives the developer a right to buy the land during a defined period, often after pursuing planning. A promotion agreement normally requires the promoter to pursue an agreed planning strategy and market the land following success.
The incentive, control and valuation mechanisms differ. Your preferred structure should reflect the site, risk, timescale and landowner objectives.
How long can a development land agreement last?
The period depends on the planning route. An immediate application may require a shorter term, while strategic Local Plan promotion can take several years. Agreements often contain extension provisions linked to applications, appeals or plan stages.
The longstop date, milestones and termination rights should prevent the land from remaining tied up without adequate progress.
Who should pay the planning and consultant costs?
That depends on the structure. Under a promotion or option arrangement, the promoter or developer commonly funds agreed planning work, with the treatment of those costs documented in the agreement. Under other arrangements the landowner may commission work directly.
Costs, budgets, approvals, reporting, interest and deductions from sale proceeds should be transparent.
Can the buyer reduce the price after planning permission?
A price may change where the agreement contains a market-value formula, permitted deductions or assumptions about the permission. Abnormal costs, affordable housing, Section 106 obligations and reduced capacity can affect the residual land value.
The agreement should contain a clear valuation process, minimum protections and a method for resolving disputes.
Can I continue speaking to other developers?
Unless you have entered into exclusivity, an option or another restriction, you may generally retain freedom to consider alternatives. Once a binding document is signed, its terms determine what discussions or transactions are permitted.
Take legal advice before communicating in a way that could breach an existing obligation.
What happens where several people own the land?
All relevant owners normally need to support the transaction and grant the rights required for planning and sale. Different parcels may contribute unequally to access, housing, drainage or open space.
A collaboration or equalisation agreement can establish decision-making, cost sharing and the division of proceeds. Specialist legal and tax advice is important.
Do I need my own solicitor?
Yes. Use a solicitor acting for you who has experience of development land agreements. Do not rely on the other party’s solicitor to protect your interests.
The solicitor can advise on title, exclusivity, heads of terms, option or promotion provisions, costs, valuation, assignment, longstop dates, security and completion.
Should I obtain tax advice before signing?
Yes. The timing and structure of a sale, option, promotion agreement or overage payment can have significant tax and succession consequences. Those consequences depend on personal and ownership circumstances.
Obtain advice from a suitably qualified tax professional before committing to the transaction rather than waiting until completion.
What should I send Value My Land for an initial review?
A postcode, map pin, what3words reference or plan identifying the approximate land is normally enough to begin. Include the approach letter, plan, proposed heads or price information where available.
Planning references, title plans, access information, tenancy details and previous technical reports are useful but not essential for the first review.