#16682 - Dealing - Property Law and Practice

DEALING

Clause 4.1 Clause 1.14 Schedule IV, Para. 11 – Dealing
Clause 2.8: “Any provision indicating that L’s consent or approval is not to be unreasonably withheld will be construed as though it also provided that the consent or approval is not to be unreasonable delayed.
Clause 4.1 Clause 1.14 Schedule IV, Para. 19 – Licence Fees: T covenants “to pay all reasonable costs and other expenses incurred by L in relation to every application made by T for a consent or licence under this lease whether it is granted, refused, withdraw, or offered subject to qualifications or conditions”.

		Part of the Premises?	Whole of the Premises?
Assignment	Permitted?	Not permitted	Permitted subject to consent & conditions
	Lease provision(s)	Sch. IV, Para. 11.1 Express restrictive covenant – absolute “Not to assign … part only of the Premises.”	Sch. IV, Para. 11.3 Express restrictive covenant – fully qualified “Not to assign … the whole of the Premises without first obtaining the written consent of L (such consent not to be unreasonably withheld).” Clause 2.8: L cannot unreasonably delay consent. Sch. IV, Para 11.4 – Conditions: T must comply with the conditions [referred to in para. 11.3(b)]: Outgoing T must give an AGA to L Incoming T will need a guarantor if it has poor covenant strength Sch. IV, Para 11.5 – Circumstances: T must satisfy the circumstances [referred to in para. 11.3(c)]: T cannot have any rent or other monies outstanding Incoming T must, in L’s reasonable opinion, have similar covenant strength to outgoing T to be able to comply with the Tenant’s Covenants [cl. 1.14]
	Statutory Impact (if any)		S.19(1A) L&TA 1927: L & T may agree conditions for consent and circumstances for refusal – given in the paragraph. S.19(1)(a) L&TA 1927: turns qualified covenant into fully qualified – already in paragraph S.1 L&TA 1988: consent/reasons for refusals not to be unreasonably delayed – provided for in Clause 2.8.
Underletting	Permitted?	Permitted subject to conditions	Permitted subject to consent & conditions
	Lease provision(s)	Sch. IV, Para. 11.1 Express restrictive covenant – qualified “Not to … underlet … part only of the Premises (except by way of an underlease of a Permitted Part of the Premises).” Clause 1.7: Permitted Part = the entirety of a floor Sch. IV, Para. 11.6 Not to underlet a Permitted Part of the Premises without the written consent of L (such consent not to be unreasonably withheld) Obtain direct covenant between UT and L AND guarantor (if required Sch. IV, Para. 11.7 Include similar alienation covenants, corresponding rent review, covenants to comply with T’s obligations in lease, and forfeiture clause Sch. IV, Para. 11.8 Not to underlet below market rent or in consideration of the payment of any fine or premium Rent review in accordance with terms Not to vary terms or accept surrender of underlease without L’s written consent (such consent not to be unreasonably withheld) Enforce the observance of covenants and never waive any breach of covenant (if breach is waived, can’t forfeit) Clause 2.8: L cannot unreasonably delay consent.	Sch. IV, Para. 11.2 Express restrictive covenant – fully qualified “Not to part with possession of the whole of the Premises … (except by way of a permitted … underlease of the whole).” Sch. IV, Para. 11.6 Not to underlet the whole of the Premises without the written consent of L (such consent not to be unreasonably withheld) Obtain direct covenant between UT and L AND guarantor (if required Sch. IV, Para. 11.7 Include similar alienation covenants, corresponding rent review, covenants to comply with T’s obligations in lease, and forfeiture clause Sch. IV, Para. 11.8 Not to underlet below market rent or in consideration of the payment of any fine or premium Rent review in accordance with terms Not to vary terms or accept surrender of underlease without L’s written consent (such consent not to be unreasonably withheld) Enforce the observance of covenants and never waive any breach of covenant (if breach is waived, can’t forfeit) Clause 2.8: L cannot unreasonably delay consent.
	Statutory Impact (if any)	S.19(1)(a) L&TA 1927: turns qualified covenant into fully qualified – already in paragraph S.1 L&TA 1988: consent/reasons for refusals not to be unreasonably delayed – provided for in Clause 2.8.	S.19(1)(a) L&TA 1927: turns qualified covenant into fully qualified – already in paragraph S.1 L&TA 1988: consent/reasons for refusals not to be unreasonably delayed – provided for in Clause 2.8.
Charging	Permitted?	Not permitted	Permitted subject to consent & conditions
	Lease provision(s)	Sch. IV, Para. 11.1 Express restrictive covenant – absolute “Not to … charge … part only of the Premises.”	Sch. IV, Para. 11.3 Express restrictive covenant – fully qualified “Not to … charge … the whole of the Premises without first obtaining the written consent of L (such consent not to be unreasonably withheld).” Clause 2.8: L cannot unreasonably delay consent.
	Statutory Impact (if any)		S.19(1)(a) L&TA 1927: turns qualified covenant into fully qualified – already in paragraph S.1 L&TA 1988: consent/reasons for refusals not to be unreasonably delayed – provided for in Clause 2.8.
Sharing	Permitted?	Permitted – BUT only with another group company and without LT relationship i.e. must be by way of a licence	Permitted – BUT only with another group company and without LT relationship i.e. must be by way of a licence
	Lease provision(s)	Sch. IV, Para. 11.2 “Not to … share occupation of the whole or any part of the Premises … provided that T may share occupation of … part only of the Premises with any company which is throughout the period of such sharing a member of the same group of companies as T … but without permitting any relationship of landlord and tenant to be created by such sharing.”	Sch. IV, Para. 11.2 “Not to … share occupation of the whole or any part of the Premises … provided that T may share occupation of … part only of the Premises with...

#16682 - Dealing - Property Law and Practice

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