Journal · For landowners

How a land offer is really structured

The headline price is only half the story. How an offer is structured — deposits, conditions, deferred payments, overage — often matters as much as the number itself.

When a developer offers on your land, the number on the front page is only half of it. How the offer is structured — when money is paid, what it's conditional on, and what protections sit around it — can matter as much as the headline figure. Understanding the structure helps you compare offers that look very different on paper.

Unconditional, or subject to planning

The first fork is whether the deal is unconditional or subject to planning. Unconditional means the developer commits to buy regardless — cleaner and more certain for you, but they will price in the planning risk they're carrying, so the number is often lower. Subject to planning means completion only happens if consent is granted — usually a higher price, because the risk is removed for them, but slower, and it can fall away. Neither is simply better; it's a trade of price against certainty.

Why the deposit tells you a lot

At exchange, a deposit changes hands — often 10%. It matters because if the buyer walks away, you keep it. A developer with real backing and genuine intent will commit a proper deposit. A thin offer with a tiny or zero deposit is worth reading carefully — it can mean the buyer is still lining up their money and hoping to find it after they've tied you in.

Deferred payments and overage

Developers also structure deals to protect their own cash flow — deferring payments, staging completions, or leaving some money to be paid on planning or as units sell. That's partly why a subject-to-planning deal can suit them: they put down a deposit, then only spend on planning and legals until consent, rather than tying up all their cash at once. For you, a deferred structure can mean a higher headline price in exchange for waiting. And a good structure often includes overage — a clause that pays you more if the land later proves worth more, for instance if enhanced planning is won after the sale. It's your protection against selling too cheaply, and worth asking for.

Price isn't the only thing that wins

Land is competitive, and the highest sensible bid usually wins — but not always. A vendor also weighs certainty and trust. A buyer who exchanges and completes exactly as agreed, with the backing to do it, can beat a slightly higher offer from someone who might mess them around. If you're selling, the deliverability of the buyer is as worth checking as the price they've put on the page.

The practical takeaway: when you compare offers, look past the headline to the structure — the conditions, the deposit, the deferrals and the protections. And if you'd like an honest read on an offer you've received, or on how best to structure a deal on your own land, we're always happy to help you think it through.

Elizabeth Homes

About the author

Phil Baily is the founder of Elizabeth Homes. He has spent more than two decades in residential development across London and the South East — from small sites to large-scale regeneration — with a focus on acquiring the right sites, securing planning, and keeping schemes viable and deliverable from first appraisal to finished home. Elizabeth Homes builds bespoke homes and works alongside landowners and investors across Hertfordshire, North & West London, Buckinghamshire and Essex.

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Commentary reflects the author's views and general market conditions at the time of writing. It is not financial, planning or investment advice.