Jennifer Tully, Gowling WLG

Gowling WLG advised property developer Thakeham Homes on its project to assemble land for a new zero carbon community in South Cambridgeshire.

The development will comprise of 25,000 new homes, including affordable homes, together with significant infrastructure and a broad range of community facilities, which all required specialist advice.

The deal was led by real estate duo Richard Bate, who heads Gowling’s real estate group and is specialist in the arena of residential development, and lead senior associate Jennifer Tully.

Tully trained at legacy Wragge Lawrence Graham, joining the Birmingham office in September 2014 and later qualifying in London. As a trainee, she worked with Nisha Jassal and Robert Caddick. A mainstay of her role in Jassal’s team was supporting the team advising Castlepoint LP on all aspects of Castlepoint Shopping Park in Bournemouth, a major development on a 41-acre site with 30 retail units.

Tully spent six months on secondment at Transport for London (TfL) in the property and planning team, a highlight being a site visit to Shoreditch with the former mayor, and our current prime minister, Boris Johnson. She went on to work with Giles Clifford, the client partner for TfL, when they selected 13 property partners to help deliver thousands more homes for London.

Since qualifying, she has been well and truly ensconced in Bate’s housebuilder team, learning from him, and now running her own strategic and instant land deals.

“The majority of my work is strategic land assembly and disposals for major PLC house builders and land promoters. I also do a fair amount of instant land acquisitions for our house builder clients on subject to planning deals, and often with elements of overage”, she says.

“I enjoy being involved in a client’s project from its very inception and helping them win land and implement planning consent for much needed future towns and villages. The altruist in me likes to think I am also playing a (albeit very minor) role in helping to provide much needed new housing. My inner nerd particularly enjoys drafting and negotiating the intricacies of overage deeds, but I think I am in the minority there. For me, at the end of the day, it’s all about client relationships. I genuinely enjoy working with lots of brilliant individuals, which is a real privilege.”

Tully says the Thakeham deal particularly stands out for two reasons. “Firstly, the fact that it is a genuinely brand new and innovative deal structure, something fairly rare these days. Secondly, the sheer scale of what we and the client are aspiring to deliver. This deal is the bedrock of literally a new town. What should lead initially to 25,000 carbon zero homes but will encompass a range of mixed uses including the UK’s own Silicon Valley. The job is of such a scale it even made it into Rishi Sunak’s 2021 budget”, she says.

“There was obviously a huge amount of technical knowledge I took away from this. But what really stuck with me is how important it is for everyone, (clients, solicitors and agents, landowners and developers) to work collaboratively and effectively in partnership, to achieve complex goals but in their collective common interest. To achieve what we and Thakeham set out to do required technical legal ingenuity, commercial developer bravery and a lot of work over a long period. That doesn’t stop on the day of exchange. Rather, the parties’ interests will be aligned for at least the next decade, and probably much longer. We needed to all work well together to all get something out of the deal. So, this was about far more than legal innovation – there were significant personal aspects/challenges and long-term relationships to curate in the heat of a complex negotiation.”

Technically, Tully says the commercial, financial and taxation implications of infrastructure provision and the fair apportionment of values across owners with widely differing land uses was particularly challenging.

For example, there was a need to achieve market-testing (to generate best but site-specific values for landowners) while also creating blended equalised valuations to cause all parties to act in the scheme (rather than their own) best interests. “Our solution of combining options with land promotion through a developer arbitrage mechanism is – we believe – unique and was blessed by one of the UK’s leading tax QCs”, she says.

Then there was the need to avoid owners unintentionally becoming land traders and suffering income rather than capital taxation consequences, resolved by the timing of infrastructure provision and intricate bespoke security foresight. “This was truly ground-breaking stuff”, she says. “It is of national importance due to its scale and sustainability-led focus against a backdrop of an acute housing shortage. I am really proud to have been a part of the team who worked on the deal. It is without doubt a career defining deal to date. I think the structure may well become a blueprint for future large scale strategic land deals.”

As part of the 2020 Autumn Budget, the government committed to developing a Spatial Framework for the Oxford-Cambridge Arc to support economic growth and make the area a great place to live. The area is home to a unique business, science and technology ecosystem and is regarded as the ideal place to create the UK’s own version of Silicon Valley.

With the UK aiming to be a global leader on sustainability and net zero matters, housing has quickly become one of the areas that have been targeted for improvement. Thakeham’s aim is to create the UK’s first net zero carbon community at this scale, by creating a new town and series of connecting villages in South Cambridgeshire using their industry leading principles for Zero Carbon Placemaking.

The developer aims to deliver up to 10,000 affordable homes, new sporting, healthcare, schools and education facilities while ensuring a biodiversity net gain of at least 20 per cent. The community would create a healthy and high-quality sustainable environment with a strong economic focus and ultimately provide a global blueprint for future living.

As part of the South Cambridgeshire site assembly, Gowling WLG created a framework for how the various parties work together to bring this development to life. This secured the land while optimising development potential and representing the best value price for the land to ensure that there was equalisation across the scheme so that no landowner lost out on costs and profits.

The new structure agreement combined the best parts of a typical promotion/option agreement to ensure that no party lost out on the development. Not only was this an innovative approach from a residential building perspective, but it also required new thinking to put the legal framework for site assembly in place. The framework is expected to shape future agreements where separately owned land is being ‘jigsawed’ together and will shape future housing developments throughout the country.

Since then, Tully has worked on several more strategic land deals. “A recent deal was a £17m purchase for a PLC house builder in Buckinghamshire, with four different types of overage, which is anticipated to achieve planning consent for 700+ homes and ancillary infrastructure”, she says.

Of course, as was the case with all this year’s nominees, the Thakeham deal took place under the cloud covid-19. Tully and the rest of the team were working from home and everything was done over the internet. “I really missed human interaction. Zoom is all well and good but being able to chat something over in person cannot be beaten”, she confesses. “That said, I find I get more done at home, especially without the commute. So, I was probably more productive, but rather more dispirited! I also saved a lot of paper compared to working in an office, which can only be a good thing”.

Going forward she is under no illusions that many of the pandemic working practices will stay to some extent. “I think now is all about finding a balance which works for everyone”, she says. “I don’t think Zoom or Teams is going anywhere fast, so I anticipate that will still replace face to face meetings to a certain extent.”

Moreover, she says the pandemic heightened her awareness of the value of being part of a strong team. “We all experienced the pandemic differently, and it was really difficult for a lot of people. We all bring something different to the table, so on a day where I might not have been firing on all cylinders (we all have those days!), I knew I had a brilliant group of people to talk to, and lean on, and vice versa. The pandemic really showed that as a team, we are stronger than the sum of our parts.”