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Stuart J
Stuart J, Solicitor
Category: UK Law
Satisfied Customers: 22624
Experience:  PGD Law. 20 years legal profession, 6 as partner in High Street practice
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My landlord has decided to sell the property whilst I am

Customer Question

My landlord has decided to sell the property whilst I am trying to reassign to the purchaser of my business. We have just sent all financial information proving she is able to fulfil obligations of the lease. He hasn't acknowledged this but sent an email notifying us of his intention to sell. Can he refuse reassignment because he is selling the property?
Submitted: 1 year ago.
Category: UK Law
Expert:  Stuart J replied 1 year ago.

Good morning. My name is ***** ***** it’s my pleasure to assist you with this today.

I need some more information from you please.

Is there any covenant in the lease preventing you from assigning it to a third party? It is not uncommon.

If you are not sure, it is possible for you to attach a copy of the lease?

How long has this been going on for?

Can I have as much background detail as possible please? Thank you

Customer: replied 1 year ago.
Hello Stuart,
There is a clause stating that I can't assign unless I have written consent. We applied for this 1st October, he replied on 7th October requesting information from the purchaser. She send credit ratings, business plan personal information on the 26th October. He replied on the 9th November that because she didn't include bank statements he didn't have enough information to fulfil obligations of the lease. She then sent start of last week a bank statement showing a very large sum of money and her solicitor include proof that she or her husband have never been bankrupt. They are both homeowners.
He hasn't acknowledged this but instead I received an email from the Landlord stating that he is selling the building and I had to let an estate agent in. He didn't mention assignment.
The business plan was based on 5 years of my turnover a business that has paid the rent for over 8 years, she is planning no changes to the business and no capital expenditure is needed. Can he use the sale of the building as reasonable grounds to refuse assignment.
Customer: replied 1 year ago.
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Expert:  Stuart J replied 1 year ago.

Thank you. Whenever I get a lease to review, I always insist that clauses changed to adding the words “consent not to be unreasonably withheld or delayed”. They very often say “consent not to be unreasonably withheld” but rarely “or delayed”.

If it doesn’t say that, the landlord can be quite dilatory and could actually refuse provided it’s reasonable.

As you will read here, this situation is not uncommon and the answer is far from straightforward and certainly not black and white.

http://www.maitlandchambers.com/images/uploads/documents/How_to_refuse_consent_unreasonably.pdf

it seems unlikely that the landlord can use the sale of the building as reasonable grounds to refuse the assignment but if he does, then your only remedy is to make an application to court to have the court determine the issue. Unfortunately, that takes time. On the other side of the coin however it really does depend on whether the landlord does not want to renew because he’s Sally or is just being dilatory. What you can do of course is, by entering into litigation, effectively stop him selling because it’s unlikely that a buyer would want to buy with litigation like this pending.

By the same token of course, your buyer will not want to buy until such time as the assignment has been completed.

I wish I could give you a definitive answer to this but I am afraid that there is not one. Ultimately, if the landlord simply refuses point blank even if he is being unreasonable, you cannot beat it with a blunt instrument until he assigns the lease and in cases like that, you are faced with a court application.

I know this probably answers your question would almost certainly will not give you the magic solution and that’s because the magic solution, in this case, is court. If there were an answer to every legal question, there would be no need for court