# OVERAGE AGREEMENT
Date: 12 May 2031
Parties: Elmstead Land Company Limited and Rowan Homes Limited
## 1. Purpose and parties
Elmstead Land Company Limited sells the 1.8-acre field at Brook Farm to Rowan Homes Limited for £720,000. The parties agree this overage deed because value may increase if residential planning permission is obtained, while recognising that permission and development are not guaranteed.
## 2. Facts, scope and terms
The trigger is the implementation of a planning permission for more than 12 dwellings or a disposal after a qualifying residential permission. The overage payment is 25% of the increase between the agreed base value of £750,000 and the independently assessed market value with the permission, less the documented abnormal infrastructure costs in the schedule.
## 3. Process and responsibilities
Payment is due on the trigger event or qualifying disposal, with a proper account and valuation notice. Rowan must not split a disposal, use a connected company or alter the scheme merely to avoid the trigger. The deed explains VAT treatment, dispute valuation by an independent RICS valuer and interest on late payment.
## 4. Evidence, records and safeguards
Rowan grants an estate rentcharge and agrees to register a restriction in favour of Elmstead, subject to legal advice and the Land Registry requirements. It will provide planning applications, permissions, viability material and completion statements. Elmstead will keep information confidential except for enforcement, advisers, funders or legal requirement.
## 5. Review, escalation and outcome
The overage lasts for 15 years from completion, with a longstop date of 12 May 2046. A sale must require the buyer to enter a deed of covenant, but Elmstead does not assume that a restriction alone makes every successor liable. The parties will cooperate on registration and release the security after the final payment.
## 6. Reservations and practical protections
The formula is not a promise of profit and does not prevent Rowan making a lawful planning application. Each party takes tax, finance and development advice. Variation, waiver or release must be written and signed; no informal email changes the trigger, security or duration.
## 7. England and Wales law and completion
England and Wales law governs this deed. It is executed on 12 May 2031 with hand, post and solicitor email as separately permitted notice methods, each addressed to the notice details in the schedule. Completion of the land sale and registration of the security remain separate conveyancing steps.