Jennifer Slade

 The Parties  Habendum and Reddendum  The Parcels clause

 The Landlord  Check title ▪ Bell v General Accident  The Tenant  Parents and subsidiaries ▪ Widget Ltd ▪ Widget (Holdings) Ltd ▪ Widget (UK) Ltd ▪ Widget plc

 The Guarantor/Surety  Note: short-term security for L – a rent deposit  Consider for ▪ Newly incorporated company ▪ Subsidiary ▪ Foreign company

 Drafting ▪ If L “gives time” in binding way, G will be released – so “g/tee to apply notwithstanding any time or indulgence granted by L to T… nor any neglect in enforcing the payment of rent and other covenants” ▪ Variations to lease discharge G – if material and unless overridden in the lease or consented to by G ▪ [ NB for former tenants - s18 LT(C)A 1995/Friends Provident – G not liable for increased amounts resulting from variation to lease that L could have refused (e.g. user widened increasing rent at review)] ▪ T/G should argue for express provision re: variations

▪ Disclaimer – see Hindcastle ▪ Statutory continuation – liability of G does not continue during holding over under LTA 1954, unless provided for in lease. ▪ L will want T’s covenant to provide replacement G – e.g. if G becomes insolvent

▪ Assignment issues ▪ Providing G may be condition of assignment ▪ G may want to be able to call for an assignment if T defaults ▪ In old lease G of OT may be on the hook for the term ▪ In new lease, if T assigns and enters into an AGA, what is the position for the G of T – still on the hook? ▪ Advice to guarantor on drafting

 Demise and Rent  Term  Certainty  Rent Commencement Date, Term Commencement Date, Date of Grant  SDLT implications ▪ When does a lease start for SDLT? (note effect of 5-year rent review rules)

 Break clauses  Rationale for L and T  Time of the essence – note possible influence of coincident rent review  Notice procedure – note interaction for L’s break with LTA 1954 for tenancies within the Act  Mannai v Eagle Star ▪ Notice referred to 12 January instead of 13 January  Conditional on compliance with covenants ▪ T must comply strictly – so T to try to negotiate out conditions? (use of “reasonable”/”material” can create uncertainty)

 Lease of whole/external demise  Lease of part/internal demise  Plans – note HMLR guidance  Boundaries and eggshells  Rights and reservations