The Deal That Died in Someone Else's Meeting Room
Most of the lessons in this series come from things that went wrong within the deal itself. A missed document, an assumption that turned out to be false, a relationship that did not hold up under pressure.
This one is different.
This is a story about a deal that was, by every measure we controlled, done correctly. The right site. The right client. The right agreement structure. Ten months of careful, methodical work.
And then a decision made in a local authority meeting room, with no warning and nothing we could have done to influence it, made the entire thing disappear overnight.
A Background That Opened Doors
Before moving into property sourcing, I spent a number of years working in acquisitions and mergers within the healthcare sector. That background gave us something valuable. A long list of healthcare companies that would, at some point, need sites, buildings or land to support their growth.
One of those companies was a large operator working across most of the UK. They were looking for specific sites in the North West, and I travelled to their head office in London to understand exactly what they needed and where.
We agreed to work together and they signed an agreement with us.
At the time, healthcare providers were generally reluctant to pay sourcing fees directly. This was a pattern we had encountered before and had learned to work around. For this type of deal, our fee was covered by the seller rather than the buyer, a structure that worked well for everyone involved as long as the deal completed.
The Site That Fit Perfectly
The client held what was known as preferred provider status in several locations across the North West. This meant they had successfully tendered for care provision contracts with the relevant local authorities and were now actively looking for sites to develop the accommodation needed to deliver those services.
Their requirements were specific. Space for over 55s supported living accommodation with on site warden support, and separately, space for a higher level care facility offering more intensive support, including specialist dementia and Alzheimer's care. They needed both elements, ideally close together, with appropriate parking for staff and visitors.
I found a site that delivered exactly that. Enough space for both elements of the brief, positioned well, with everything the client had described.
I negotiated the purchase price with the seller and secured the site using an assignable purchase option agreement, with an exclusivity period of six weeks. This gave the care company time to carry out their due diligence without any risk of the site being sold to someone else in the meantime.
Ten Months of Steady Progress
The client loved the site. They confirmed they wanted to proceed, and the deal moved into conveyancing.
For the months that followed, everything progressed well. Ahead of schedule, in fact. The due diligence was thorough, the solicitors on both sides were responsive, and there was every indication that this was heading towards a smooth completion.
We monitored the process closely throughout. Regular contact with both the client and the solicitors, checking on progress, resolving small queries as they came up, making sure nothing stalled.
Ten months in, the deal was further along than most transactions of this scale would be at that stage. We had every reason to expect a straightforward run to completion.
The Decision Nobody Saw Coming
Then the local authority made an announcement.
Every care company on their preferred provider list, including our client, had their existing agreements cancelled. All of them were required to submit new tenders for the work.
Our client did not win the re-tender.
The contract they had originally secured, the one that had justified the entire site search in the first place, was gone. Without it, there was no longer any reason for the company to proceed with the purchase. The deal was cancelled.
Ten months of relationship building, site sourcing, negotiation, and conveyancing oversight. All of it for no fee, because the fee was tied to a completion that was never going to happen.
What Could We Have Done Differently?
This is the question that sits at the heart of this story, and it deserves an honest answer rather than a tidy one.
Some elements of this were genuinely outside our control. Local authority procurement decisions are not something a sourcing agent has visibility into, let alone influence over. The re-tender process was not public knowledge until the announcement was made. There was no signal to act on, because there was nothing to see.
But a few things are worth considering, even if they would not have changed the outcome in this particular case.
The fee structure carried risk that sat entirely on our side. With the seller covering the fee, our income depended on a chain of events involving the buyer's external contractual position, something we had no oversight of and no agreement covering.
Where a deal of this scale and duration depends on a third party contract remaining in place, it is worth considering whether any element of the fee can be structured to reflect the time and resource committed, regardless of the eventual outcome. Not every client relationship will support that conversation, but for long, resource intensive deals it may be worth raising.
It is also worth understanding, as early as possible, how secure a client's underlying position actually is. Preferred provider status sounds stable.
In practice, it sits within a procurement cycle that the client themselves may have limited visibility over. Asking about contract renewal timelines and tender cycles at the outset would not have changed this outcome, but it would have given us a clearer picture of the risk we were carrying throughout those ten months.
Some Risks Cannot Be Designed Away
Not every lesson in sourcing ends with a clear action you can take next time.
Sometimes the honest takeaway is that you did everything correctly, the deal still failed, and the reasons were entirely outside your sphere of influence. That is a difficult thing to sit with, particularly after ten months of work.
What this experience reinforced for us was the importance of understanding, as clearly as possible, what a deal actually depends on beyond the property itself. The site was never the risk in this story. The client's underlying contractual position was, and it was a risk we had no way of seeing coming.
Some deals will simply not complete, no matter how well you do your job. The work is still worth doing. But where a deal carries dependencies you cannot see or influence, it is worth at least naming that risk, even if there is nothing to be done about it beyond accepting it.
