Mayo Wynne Baxter has joined forces with planning, design and development consultancy Marrons to expand its service offering to winery and vineyard clients – a growing sector for the Sussex and Kent-based law firm.

Home to more than 190[1] vineyards, Sussex and Kent make up more than half[2] of all English land under vine. Sussex wine has also been granted geographically protected status[3] – in the same way as Champagne and Prosecco – with the sector contributing more than £25m[4] to Sussex’s tourism economy alone.

James O’Connell, corporate partner at Mayo Wynne Baxter, who heads up the wine and vineyards team, said: “Grape growing is an appealing alternative crop for farmers looking to diversify the use of their land.

“And with an increasingly warmer, dryer climate in the region, Sussex and Kent grape growers are recording great harvests at a time when English wine continues to grow in both popularity and quality – attracting funding from both domestic investors and international wine producers.”

“But the industry does face a number of issues, particularly in the planning arena, which is why we wanted to join forces with Marrons to offer vineyard and winery clients an A-Z service.”

Mayo Wynne Baxter has been actively supporting a number of large wine producers in the region with direct business advice on corporate, contract and employment matters, as well as land and property-related issues – such as buying and selling vineyards, the construction of restaurants and the presence of phone masts, and landowner obligations for semi-private roads.

The firm also assists with connected personal needs such as divorce and family matters, estate planning for succession, and personal wealth arrangements.

James added: “Owners of vineyards and wineries consistently list planning as a hurdle to development of their businesses. Marrons will add essential planning advice to the joint proposition drawing on extensive experience of maximising development opportunities for landowners and rural businesses.”

Josh Mellor, planning director at Marrons, said: “We are delighted to be teaming up with Mayo Wynne Baxter in this sector. Their legal expertise in the industry is second to none and our council connections and local knowledge of Sussex, Kent and Surrey means we can help new and established players consider their best options for growth, sale, development or expansion.”

Mayo Wynne Baxter and Marrons are both part of legal and professional services group Ampa Group.

[1] The best English sparkling wine in Kent: A vineyard tour | DiscoverBritain.com & The Sussex Wine Story – Sussex Modern

[2] Vine times: grand plans for wine tourism in Sussex | Sussex holidays | The Guardian

[3] Sussex wines join Champagne and Prosecco in legal protection – BBC News

[4] Vine times: grand plans for wine tourism in Sussex | Sussex holidays | The Guardian

Here’s what you need to know:

Get it in writing: Many contractual disagreements happen between people (parties) who genuinely have different recollections/interpretations of the deal struck. Those disputes are often the hardest to resolve as both sides become stubborn in their righteousness and indignation at not being believed!

I have also noted, sadly, that when recalling things from memory, people (both the honourable and those less burdened by moral imperative) almost invariably tend to remember things in a way that is (to paraphrase Emperor Hirohito) not necessarily to their disadvantage. But don’t rely on deals hashed out over an extended email correspondence: the ambiguity about the terms agreed – and even whether a deal was finally struck – is always horrendous.

Get the parties right: A contract claimed to be between Crescent Farm and River Valley Winery may be unenforceable if Crescent Farm turns out to be just the address of the farmer and River Valley is just a brand name of XYZ Ltd (because neither addresses nor brands can enter into a contract).

Check compliance

  • Is everyone who needs to be licensed by the Food Standards Agency properly licensed?

Be 100% clear which grapes are being sold: specify them – both by type/variety and if relevant, location in the vineyard, or percentage of crop or whatever.

If selling grapes to more than one winery, who gets priority if there’s a shortfall?

  • Agree acceptability criteria: this covers minimum/maximum tonnage, grape type, grape quality (standards like Brix (sugar), acid, pH, MOG etc.), presence of other material (leaves, stems, insects), defects (disease, bird peck), colour, whether the grapes must/must not have been treated with any oenological product (e.g., sulphite powder), etc.
  • Duration: Are you selling one crop or is it a multi-year deal? If the latter, what is the pricing mechanism for future years? How to cope with varying annual yields?
  • Delivery: When, how and where are the grapes delivered? Who is responsible for delivery, and who unloads? Who at the winery will decide/sign off on acceptance, how and how quickly?
  • Price & payment: what, when, how, how much? Are any payments tranched? Are there payments, retentions or expenses to be deducted from the purchase price? Is payment conditional on anything (e.g., testing and acceptance)? For multi-year deals, is the continuation of the contract itself conditional or is a purchase of future crops guaranteed? If payment is delayed, is late payment interest due?
  • Title & risk: Grapes are easily damaged beyond use. When does responsibility for damage (risk) pass from grower to winery? What if a force majeure event occurs? When does ownership (title) transfer – on delivery, after acceptance or upon payment?
  • Remedies and dispute resolution: What happens if something goes wrong? Is there an obligatory, senior management discussion/mediation, or do you have arbitration or just leave it to the disgruntled party to bring a court claim? What happens if the dispute is not enough to kill the deal, e.g., a portion of the grapes delivered is unacceptable, but most are okay?

The above topics should be addressed in every contract, even if just to confirm a negative (because, at law, if a matter is not mentioned, that just allows all sides to be creative about their claimed rights and obligations on the matter in question). Do bear in mind, however, that every deal has unique characteristics, and they should be recorded as well.

Please email James O’Connell for your free Grape Sale Template Contract.