Jennifer Slade

 Alienation provisions  T’s disposal of the lease

 What is alienation? (p.1)  Why would a landlord wish to restrict it?  Part vs whole  L may place greater restrictions on dealings of part

 Forms of covenant/restriction – prohibitions come in different “strengths”  Absolute  Qualified  Fully qualified  Absolute  “you must not…” – i.e. T needs waiver/variation of lease to dispose  Effect at rent review? – will depress rent at review

 Qualified ( p.2 )  “you must not…. without my consent/approval/licence”  In writing ▪ Note Aubergine  Licences to assign/sublet  All parties execute  Direct covenants? ▪ Since no privity between L and sub-T, L will want direct covenant between them

 Fully qualified – weakest form of prohibition  “you must not…. without my consent/approval/licence, which is not to be unreasonably withheld”  Alienation clauses can provide different restrictions for part/whole  e.g. fully qualified for dealings with whole, absolute for dealings with part

L’s consent (not to be unreasonably withheld) needed for assigning/subletting whole A “Permitted Part” may be disposed of under certain stricter conditions

 Effect of s19(1)(a) LTA 1927 (pp.2-3)  Converts qualified covenants to fully qualified covenants ▪ Implies “such consent not to be unreasonably withheld” into alienation covenants where landlord’s consent required  All leases and all forms of alienation subject to this provision  Note also s144 LPA – no premium can be charged for consent, but L’s reasonable costs can be required

 Meaning of “reasonable” (p.3)  When is it reasonable for a landlord to withhold consent (assignment/underletting)?  Leading case - International Drilling  To be reasonable, refusal must be referable to L-T relationship  Case law/examples (p.4) ▪ Straudley Investments ▪ Moss Bros} c.f. Newgate Centre ▪ Ashworth Frazer} exercise

 New tenancies: LT(C)A 1995  s19(1A) LTA 1927 (pp.5-6)  Applies to assignments only  Commercial leases only (s19(1E))  s19(1A) provides some certainty for when L’s refusal of consent will be reasonable:  Circumstances and conditions when L’s refusal will not be unreasonable can be agreed (in the lease) (p.7)

 If a condition or circumstance involves L’s discretion, then L to act reasonably or T to be able to refer to 3 rd party  Circumstances  e.g. unsatisfactory references/poor financial standing, compliance with covenants  Conditions  e.g. provision of an AGA, surety  Where circumstances and conditions do not determine whether L reasonable, use International Drilling to fill “gaps”

Billies Cookies question: Do the alienation provisions set out circumstances and conditions?

Billies Cookies question: Do the alienation provisions set out circumstances and conditions? – conditions circumstances (p.14-15)

 Further Tenant protection (p.7)  s1 LTA 1988 – stops L’s solicitor “sitting on” T’s applications for consent  L’s duty to give consent unless reasonable not to, and if refused provide written reasons  Onus  Breach – tortious damages  Reasonable time  No statutory guidance  Cases (1 Month?) ▪ Dong Bang Minerva ▪ Go West ▪ Blockbuster

 LPA 1925 s144  [LTA 1927 s19(1)(b)]  Offers to surrender  Allnatt