SQE Property Law — Revision Notes
SQE Property Law — Revision Notes
Updated for SQE1 FLK2 and SQE2 (2025/2026)
Based on original LPC notes; fully updated for the SRA Codes of Conduct 2019, current
SDLT/LTT rates, post-2020 planning use classes, and current Land Registry practice.
HOW TO USE THESE NOTES
These notes cover the full property law transaction cycle tested in SQE1 FLK2 (multiple
choice) and SQE2 (written property practice tasks). Each section ends with:
KEY POINTS
the core rules to recall under exam conditions
· ⚠️ WATCH OUT — common traps and frequent MCQ distractors
· SQE ETHICS NOTE — where professional conduct is live in the topic
· SQE1 ANGLE — how the topic typically appears in MCQ format
Page 1
, SQE Property Law — Revision Notes
PART 1 — PROFESSIONAL CONDUCT IN PROPERTY
TRANSACTIONS
1.1 The SRA Framework (2019 Codes)
The SRA Codes of Conduct 2019 replaced the 2011 Code entirely. The 2011 Code's
"Outcomes" (O) and "Indicative Behaviours" (IB) numbering is obsolete and should not be
referenced. There are now seven overarching Principles and the Code of Conduct for
Solicitors (individual solicitors) and the Code of Conduct for Firms.
The Seven SRA Principles
Every solicitor must:
1. Uphold the constitutional principle of the rule of law and the proper administration of
justice
2. Act with integrity
3. Not allow independence to be compromised
4. Act in the best interests of each client
5. Provide a proper standard of service
6. Behave in a way that maintains public trust in the profession
7. Cooperate with the SRA and other regulatory and law enforcement bodies
Principle 4 (best interests of each client) is the foundation of all conflict of interest analysis in
property transactions.
Conflicts of Interest — The Core Rule
📌 Code of Conduct for Solicitors, paragraph 6.2: A solicitor must not act in a
situation where there is a conflict, or significant risk of a conflict, between the interests of two
or more current clients, unless one of two exceptions applies:
Exception 1 — Substantially common interest: The clients have a substantially
common interest in relation to the matter (e.g. a gift or purchase on standard developer
terms with no meaningful negotiation).
Exception 2 — Competing for the same objective: The clients are competing for the
same objective (e.g. two clients both bidding on the same property). This exception is narrow
and is only available in commercial matters involving sophisticated clients — it does
not apply to residential buyers in a contract race.
Conditions for either exception (all must be satisfied):
· All affected clients give informed consent, documented in writing
· You are satisfied it is reasonable to act for all clients
· You are satisfied the benefits of acting outweigh the risks
📌 Paragraph 6.1: A solicitor must not act where there is an own interest conflict or a
significant risk of one.
Page 2
, SQE Property Law — Revision Notes
1.2 Acting for Seller and Buyer
General rule: a solicitor cannot act for both seller and buyer in a conveyancing
transaction. The parties have inherently conflicting interests (seller wants the highest
price; buyer wants the lowest).
Is There a Conflict?
Apply paragraph 6.2: consider whether the clients have different interests. Relevant factors
include:
· Are matters of substance (such as price) being negotiated?
· Is there an imbalance of bargaining power (e.g. is one party vulnerable)?
· Would acting for both fetter independent advice to either?
Where price or other material terms are being negotiated, there will almost always
be a conflict or significant risk of one.
Acting for both buyer and seller on a transfer of land for value is specifically
identified as a situation that will make it very difficult to satisfy the conditions
for acting — solicitors should treat this as a strong presumption against acting for both.
The Substantially Common Interest Exception
Acting for both may be permissible under paragraph 6.2 only where:
· The transaction is a gift (no price negotiation); or
· Purchase is on a developer's standard terms with no meaningful negotiation — but
watch for imbalance of bargaining power (e.g. first-time buyer vs major developer)
Even where the exception potentially applies, the conditions in paragraph 6.2 must all be
satisfied: informed consent in writing, reasonable to act, benefits outweigh risks.
Consider whether buyer and seller are related or associated companies — if so, the
common interest may be genuine, but check the facts carefully.
Conclude
Always apply the analysis to the facts. The solicitor makes the judgment call. Relevant
factors: age, mental capacity, bargaining power, history of dealings, any sign of undue
influence.
WATCH OUT
The SQE will often present a scenario where a sole practitioner is asked to act for both parties.
The answer is almost always no for arm's-length sales at full value. The exception is genuinely
narrow.
KEY POINTS
· Para 6.2 prohibits acting for two clients with conflicting interests absent the common interest
exception
· Seller wanting highest price / buyer wanting lowest = classic conflict
· Gift or developer standard terms (no negotiation) may allow acting for both — but all para 6.2
conditions must still be met in writing
SQE ETHICS NOTE
If the solicitor discovers mid-transaction that a conflict has arisen they did not foresee, they must
cease to act for at least one party. They cannot use information received from one client to benefit
Page 3
, SQE Property Law — Revision Notes
the other. Confidentiality (para 6.3) and conflict rules interact here.
SQE1 ANGLE
MCQs frequently test: (1) which exception applies; (2) whether the solicitor can continue once a
conflict arises; (3) whether price being "subject to negotiation" triggers the conflict.
1.3 Acting for Borrower and Lender
A solicitor may act for both borrower and lender provided no conflict of interest
exists or arises. A duty is owed to both independently.
Is There a Conflict?
Under paragraph 6.2: is there a conflict or significant risk of one?
Situation Conflict?
Commercial mortgage — terms negotiated Almost certainly yes — separate representation
advisable
Residential mortgage on standard lender Substantially common interest — may act for both
terms — no negotiation
Substantially Common Interest — Residential
Both buyer and lender share the same goal: the buyer obtains good title, free of undisclosed
defects that would affect value. This substantially common interest may permit acting
for both provided:
· Mortgage is in the normal course of the lender's activities
· A significant part of those activities is mortgage lending
· Material terms of the mortgage are not negotiated by the parties
If the exception applies, safeguards must be in place:
1. Explain relevant issues to both clients
2. Have a reasonable belief both understand
3. Obtain informed, written consent from both
4. Be satisfied that the benefits of acting for both outweigh the risks
Where a Conflict Arises
The solicitor must immediately:
· Cease to act for both, or
· Continue for one only with the other's informed consent
They must not reveal the nature of the conflict to the other party without the
consenting party's authority — [Halifax Mortgage Services v Stepsky (1996)] —
confidentiality survives even where this means the solicitor cannot protect the lender.
KEY POINTS
· Residential standard-term mortgage: substantially common interest — can act for both
· Commercial negotiated mortgage: conflict likely — separate representation needed
· If conflict arises mid-transaction: cease acting for both or one only with consent
WATCH OUT
Page 4
SQE Property Law — Revision Notes
Updated for SQE1 FLK2 and SQE2 (2025/2026)
Based on original LPC notes; fully updated for the SRA Codes of Conduct 2019, current
SDLT/LTT rates, post-2020 planning use classes, and current Land Registry practice.
HOW TO USE THESE NOTES
These notes cover the full property law transaction cycle tested in SQE1 FLK2 (multiple
choice) and SQE2 (written property practice tasks). Each section ends with:
KEY POINTS
the core rules to recall under exam conditions
· ⚠️ WATCH OUT — common traps and frequent MCQ distractors
· SQE ETHICS NOTE — where professional conduct is live in the topic
· SQE1 ANGLE — how the topic typically appears in MCQ format
Page 1
, SQE Property Law — Revision Notes
PART 1 — PROFESSIONAL CONDUCT IN PROPERTY
TRANSACTIONS
1.1 The SRA Framework (2019 Codes)
The SRA Codes of Conduct 2019 replaced the 2011 Code entirely. The 2011 Code's
"Outcomes" (O) and "Indicative Behaviours" (IB) numbering is obsolete and should not be
referenced. There are now seven overarching Principles and the Code of Conduct for
Solicitors (individual solicitors) and the Code of Conduct for Firms.
The Seven SRA Principles
Every solicitor must:
1. Uphold the constitutional principle of the rule of law and the proper administration of
justice
2. Act with integrity
3. Not allow independence to be compromised
4. Act in the best interests of each client
5. Provide a proper standard of service
6. Behave in a way that maintains public trust in the profession
7. Cooperate with the SRA and other regulatory and law enforcement bodies
Principle 4 (best interests of each client) is the foundation of all conflict of interest analysis in
property transactions.
Conflicts of Interest — The Core Rule
📌 Code of Conduct for Solicitors, paragraph 6.2: A solicitor must not act in a
situation where there is a conflict, or significant risk of a conflict, between the interests of two
or more current clients, unless one of two exceptions applies:
Exception 1 — Substantially common interest: The clients have a substantially
common interest in relation to the matter (e.g. a gift or purchase on standard developer
terms with no meaningful negotiation).
Exception 2 — Competing for the same objective: The clients are competing for the
same objective (e.g. two clients both bidding on the same property). This exception is narrow
and is only available in commercial matters involving sophisticated clients — it does
not apply to residential buyers in a contract race.
Conditions for either exception (all must be satisfied):
· All affected clients give informed consent, documented in writing
· You are satisfied it is reasonable to act for all clients
· You are satisfied the benefits of acting outweigh the risks
📌 Paragraph 6.1: A solicitor must not act where there is an own interest conflict or a
significant risk of one.
Page 2
, SQE Property Law — Revision Notes
1.2 Acting for Seller and Buyer
General rule: a solicitor cannot act for both seller and buyer in a conveyancing
transaction. The parties have inherently conflicting interests (seller wants the highest
price; buyer wants the lowest).
Is There a Conflict?
Apply paragraph 6.2: consider whether the clients have different interests. Relevant factors
include:
· Are matters of substance (such as price) being negotiated?
· Is there an imbalance of bargaining power (e.g. is one party vulnerable)?
· Would acting for both fetter independent advice to either?
Where price or other material terms are being negotiated, there will almost always
be a conflict or significant risk of one.
Acting for both buyer and seller on a transfer of land for value is specifically
identified as a situation that will make it very difficult to satisfy the conditions
for acting — solicitors should treat this as a strong presumption against acting for both.
The Substantially Common Interest Exception
Acting for both may be permissible under paragraph 6.2 only where:
· The transaction is a gift (no price negotiation); or
· Purchase is on a developer's standard terms with no meaningful negotiation — but
watch for imbalance of bargaining power (e.g. first-time buyer vs major developer)
Even where the exception potentially applies, the conditions in paragraph 6.2 must all be
satisfied: informed consent in writing, reasonable to act, benefits outweigh risks.
Consider whether buyer and seller are related or associated companies — if so, the
common interest may be genuine, but check the facts carefully.
Conclude
Always apply the analysis to the facts. The solicitor makes the judgment call. Relevant
factors: age, mental capacity, bargaining power, history of dealings, any sign of undue
influence.
WATCH OUT
The SQE will often present a scenario where a sole practitioner is asked to act for both parties.
The answer is almost always no for arm's-length sales at full value. The exception is genuinely
narrow.
KEY POINTS
· Para 6.2 prohibits acting for two clients with conflicting interests absent the common interest
exception
· Seller wanting highest price / buyer wanting lowest = classic conflict
· Gift or developer standard terms (no negotiation) may allow acting for both — but all para 6.2
conditions must still be met in writing
SQE ETHICS NOTE
If the solicitor discovers mid-transaction that a conflict has arisen they did not foresee, they must
cease to act for at least one party. They cannot use information received from one client to benefit
Page 3
, SQE Property Law — Revision Notes
the other. Confidentiality (para 6.3) and conflict rules interact here.
SQE1 ANGLE
MCQs frequently test: (1) which exception applies; (2) whether the solicitor can continue once a
conflict arises; (3) whether price being "subject to negotiation" triggers the conflict.
1.3 Acting for Borrower and Lender
A solicitor may act for both borrower and lender provided no conflict of interest
exists or arises. A duty is owed to both independently.
Is There a Conflict?
Under paragraph 6.2: is there a conflict or significant risk of one?
Situation Conflict?
Commercial mortgage — terms negotiated Almost certainly yes — separate representation
advisable
Residential mortgage on standard lender Substantially common interest — may act for both
terms — no negotiation
Substantially Common Interest — Residential
Both buyer and lender share the same goal: the buyer obtains good title, free of undisclosed
defects that would affect value. This substantially common interest may permit acting
for both provided:
· Mortgage is in the normal course of the lender's activities
· A significant part of those activities is mortgage lending
· Material terms of the mortgage are not negotiated by the parties
If the exception applies, safeguards must be in place:
1. Explain relevant issues to both clients
2. Have a reasonable belief both understand
3. Obtain informed, written consent from both
4. Be satisfied that the benefits of acting for both outweigh the risks
Where a Conflict Arises
The solicitor must immediately:
· Cease to act for both, or
· Continue for one only with the other's informed consent
They must not reveal the nature of the conflict to the other party without the
consenting party's authority — [Halifax Mortgage Services v Stepsky (1996)] —
confidentiality survives even where this means the solicitor cannot protect the lender.
KEY POINTS
· Residential standard-term mortgage: substantially common interest — can act for both
· Commercial negotiated mortgage: conflict likely — separate representation needed
· If conflict arises mid-transaction: cease acting for both or one only with consent
WATCH OUT
Page 4
