landlord unreasonably withholding consent to assignment

• Business Legal Services
• Banking & Finance Law
• Business Disputes
• Business Immigration Law
• Commercial Law
• Commercial Property Law
• Construction Law
• Corporate Law
• Data Protection & Privacy Law
• Employee Share Schemes
• Employment Law
• Financial Services Regulation
• Funding & Investment
• Insolvency & Corporate Recovery
• Intellectual Property
• IT & Commercial Technology Law
• Overview   
• Acquisition & Leveraged Debt   
• Asset Finance & Asset Based Lending   
• Construction & Development Finance   
• Debt Finance   
• Financial Services Regulation   
• Funding & Investment   
• Trade Finance   
• Alternative Dispute Resolution   
• Business Dispute Case Assessment   
• Commercial Contract Disputes   
• Commercial Property Disputes   
• Construction & Engineering Disputes   
• Defending Employment Tribunal claims   
• Shareholder Disputes   
• Intellectual Property Disputes   
• Litigation & Arbitration   
• Partnership Disputes   
• Professional Negligence Claims   
• Public Procurement Challenges   
• Agency Agreements   
• Commercial Contracts   
• Confidentiality & Non-Disclosure Agreements   
• Franchise Law   
• Intellectual Property in Commercial Contracts   
• Joint Venture Agreements   
• Sale & Distribution Agreements   
• Service Agreements   
• Subcontractor Agreements   
• Supply of Goods Agreements   
• Terms of Business   
• Commercial Leases   
• Corporate Transactions   
• Property Development   
• Property Finance   
• Sale and Purchase   
• Unregistered Land   
• Construction & Engineering Contracts   
• Banking & Finance Law   
• B Corp Conversion Lawyers   
• Cap Table Creation & Management   
• Company Secretarial Services   
• Corporate Governance   
• Corporate Restructuring   
• Employee Share Schemes   
• Exits & Disposals   
• LLP Agreements   
• Mergers & Acquisitions (M&A)   
• Share Capital   
• Cybersecurity   
• Data Breaches & Incident Management   
• Data Governance   
• Data Protection Health Check   
• Data Protection Impact Assessments   
• GDPR Compliance   
• GDPR Training   
• Outsourced DPO   
• Support for DPOs   
• EMI Share Options   
• Employee Ownership Trusts (EOTs)   
• Flowering Shares   
• Growth Shares   
• Hurdle Shares   
• Phantom Share Schemes   
• Non Tax-Advantaged Share Plans   
• Absence & Sickness Management   
• Discipline & Grievance Procedures   
• Discrimination Claims   
• Employment Contracts   
• Employment Status and IR35   
• HR & Employment Law Training   
• HR Compliance Audit   
• Redundancies & Business Reorganisations   
• Senior Employee Exits   
• Settlement Agreements   
• Transactions & TUPE   
• Consumer Credit & Hire   
• Payment Services   
• Regulated Banking & Finance Activities   
• Crowdfunding   
• EIS & SEIS   
• Investment Agreements   
• Pre-Seed & Seed Funding   
• Private Equity   
• Series A, B & C Funding   
• Term Sheets   
• Venture Capital   
• Director Disqualification Solicitors   
• Copyright Lawyers   
• Design Rights   
• Intellectual Property Audits   
• Intellectual Property Licensing   
• Intellectual Property Strategy   
• Online Brand Protection   
• Patent Litigation   
• Patent Protection & Management   
• Trade Marks   
• Utility Models   
• Cloud Service Agreements   
• SaaS Agreements   
• Software Licence Agreements   
• The big idea   
• Getting started   
• Getting on with it   
• Scaling up   
• Looking to exit   
• Creative Industries
• Energy, Utilities & Environment
• Life Sciences
• Manufacturing & Engineering
• Public Sector
• Retail & Luxury Brands
• Enterprise Plan
• On-Demand Plan
• Fixed Fee Products

• Meet Our Team
• Press & Media
• What Our Clients Say
• Company News
• Client Stories
• Events & Webinars
• Podcasts & Videos
• Thoughts & Opinions
• Knowledge Hub
• Make An Enquiry
• Request A Call Back
• Birmingham   
• Cambridge   
• London   
• Manchester   
• Oxford   
• Sheffield   
• Southampton   

Knowledge Hub for Growth

When is landlord consent being unreasonably withheld and what can you do about it.

As a commercial tenant, you usually need the consent of your landlord if you wish to take certain actions with your lease or property. But what are your options if your landlord is not co-operating?

This article explores the issues with requiring consent in two common situations; making alterations to the property or assigning your lease to another party.

Ultimately, it is down to the facts and circumstances in each case whether consent is required, whether it may be unreasonably withheld and the implications of that. If after reading this article you require further assistance, our friendly team of commercial property solicitors can provide expert legal advice.

What are a tenant’s options if consent is withheld?

Tips for tenants when applying for consent, consent to alterations, when is a landlord’s consent required to make alterations.

Depending on the terms of your lease, you might not be able to carry out any alterations without seeking the written consent of your landlord beforehand. Sometimes landlords allow internal non-structural alterations without needing consent, but this depends on negotiations at the heads of terms stage and the landlord’s requirements for the building. It's important to weigh up the pros and cons

Unless it is clear from the lease that the landlord's consent must be given in a formal licence (and there has been no variation or waiver of this), a landlord may be held to have given consent in correspondence either from itself or from its agents.

Are there implied obligations on the landlord not to unreasonably withhold consent?

If consent is needed, you’ll want your landlord to deal with your request promptly to tie in with your business plans. A delay in giving consent could significantly disadvantage a tenant. 

There is no time limit for the landlord to give its consent, so you would hope to have express wording in the lease that consent must not be unreasonably withheld or delayed.

For general alterations there is no implied obligation on the landlord not to unreasonably withhold consent, so if there no express wording to that effect in the lease, they can refuse without having to give any reasons.

If consent is not to be unreasonably withheld, it is a question of fact depending on all the circumstances whether the landlord, having regard to the actual reasons for refusing consent, acted unreasonably.

What rights does a tenant have to undertake “improvements”?

In certain circumstances, the tenant can carry out improvements even the lease prohibits alterations. Under section 3 of the Landlord and Tenant Act 1927, a commercial tenant can serve a notice on the landlord of its intention to carry out certain improvements. The landlord can object within three months and if it does then the tenant has the right to apply to the Court for authorisation. If the landlord does not object in the required timeframe, the tenant may lawfully carry out the improvements.

If the lease allows alterations with the consent of the landlord, it is implied that for improvements, such consent cannot be unreasonably withheld.

Depending on the facts and if relevant notices are served, the tenant may be able to obtain compensation at the end of the term for such improvements.

There is not much case law on what is a reasonable withholding of consent for alterations, compared with decisions relating to consents to assign the lease (see below).

Generally, a tenant would have to show a Court that consent has been unreasonably withheld. If the landlord has not given its reasons, then the landlord must prove that it acted reasonably.

A tenant can apply to the Court for a declaration that consent is being unreasonably withheld, or it can risk carrying out the works without the consent. It cannot obtain damages. A tenant carrying out works without consent risks being forced to remove its alterations, which is often a requirement at the end of the lease even where consent has been given.

Disposing or assigning a lease

When is a landlord’s consent required to assign a lease (for tenants who want to leave and transfer the lease to new tenant).

If the lease does not restrict the tenant’s ability to assign, a lease may be transferred to another party at any time. Most commercial leases contain restrictions which enable the landlord to keep control over the tenant’s identity and to check that it is likely to be able to meet its lease obligations. For more detailed information on the process of transferring a lease to another business, see our guide: Assigning a commercial lease .

Are there implied obligations on landlord not to unreasonably withhold consent?

A lease will usually allow assignment with the landlord’s consent and will expressly state the landlord’s consent is not to be unreasonably withheld.

If the lease permits the tenant to assign with the landlord's consent, it is also implied that the landlord's consent cannot be unreasonably withheld.

Where consent to assign is not to be unreasonably withheld, the following statutory duties are imposed on your landlord:

• To give consent, except where it is reasonable not to do so
• To give consent within a reasonable time
• To give the tenant written notice of the decision, which includes confirmation of any conditions or the reasons for refusal
• To pass on the application to anyone else whose consent is needed under the lease, such as the superior landlord or mortgage lender.

What conditions on assignment can the landlord impose?

Typical conditions a landlord may expect if they grant consent to assign a lease include:

• Authorised guarantee agreement – where you would guarantee the performance of the lease obligations by the new tenant
• A separate guarantor of the new tenant – if for example their financial standing is a concern to the landlord

The landlord may refuse consent if:

• monies are owed
• there has been a material breach by the tenant that has not been remedied
• if in the landlord's reasonable opinion, the assignee is not of sufficient financial standing to enable it to comply with the tenant's obligations, or
• any other reasonable circumstance

A tenant could negotiate with the landlord to explore what changes they could make to their request for it to be considered acceptable to the landlord.

If the tenant believes the landlord has unreasonably withheld consent, they could apply to the Court for a declaration that they are entitled to proceed.

If the tenant continues to assign a lease in the absence of the landlord’s consent, this would be a breach of the lease and they could be sued for damages or risk the lease being forfeited. To find out more about the process by which a landlord exercises a right to terminate a lease, read our article on Forfeiting a commercial lease .

When you apply for landlord’s consent, you should ensure you:

• review the terms of your lease before embarking on any changes to check whether your landlord’s consent is required and whether any charge can be made by the landlord for dealing with your request
• make your request in a timely manner to avoid unnecessary delays seeking your landlord’s consent
• serve any consent to assign application, correctly, in accordance with the terms of the lease or relevant legislation
• provide any supporting information that is required by the terms of the lease when requesting consent

About our expert

Samantha paxton, areas of expertise, recent content.

Please leave us your details and we’ll contact you to discuss your situation and legal requirements. There’s no charge for your initial consultation, and no-obligation to instruct us. We aim to respond to all messages received within 24 hours.

Your data will only be used by Harper James Solicitors. We will never sell your data and promise to keep it secure. You can find further information in our Privacy Policy .

Explore related resources

Our offices, a national law firm.

Our commercial lawyers are based in or close to major cities across the UK, providing expert legal advice to clients both locally and nationally.

We mainly work remotely, so we can work with you wherever you are. But we can arrange face-to-face meeting at our offices or a location of your choosing.

Head Office

Regional spaces, like what you’re reading, get new articles delivered to your inbox.

Join 8,153 entrepreneurs reading our latest news, guides and insights.

How can we help?

To access legal support from just £145 per hour arrange your no-obligation initial consultation to discuss your business requirements.

Make an enquiry

Watch for free

Webinar series: Legal essentials demystified

Unlock valuable insights for your business growth in our webinar series. Whether you’re an HR professional, business owner, or in-house counsel, our webinars explain essential topics and common challenges.

Register for upcoming events or watch previous recordings.

Home » Expertise » Real estate » Property entrepreneurs » FAQs for property entrepreneurs » Dealing with tenant requests for alterations and assignment

FAQs - Dealing with tenant requests for alterations and assignment

Alterations, when is a landlord’s consent required to make alterations.

If the lease contains no restrictions, the tenant has absolute freedom.  If the lease contains an absolute prohibition then the landlord can refuse or impose unreasonable conditions.  If the lease contains a qualified condition then the landlord’s consent is deemed not to be unreasonably withheld where work is “improvement” (s.19 (2) LTA 1927).  If the lease contains a fully qualified covenant, the landlord’s consent is not to be unreasonably withheld.

What are the statutory duties/restrictions?

Under s.19 (2) LTA 1927 (only where qualified or fully qualified covenant), the landlord can require the tenant to:

• pay its costs
• reinstate; and/or
• pay compensation for the diminution in the value of reversion.

What is the burden of proof if the landlord fails to comply with his/her duties?

The burden of proof is on the tenant to show that the landlord is unreasonably withholding consent and to establish losses.

What remedies does the tenant have?

Although damages are not available, the tenant has two remedies:

• Self-help: This is where the tenant carries out the improvements.  Firstly, the tenant should send a letter before action to get the landlord’s consent as this avoids problems later.  The tenant should also ask the landlord to confirm that he/she will not peaceably re-enter.  Although this is less risky than on alienation, the tenant may be required to reinstate.
• Court proceedings: This is for a declaration that the landlord has unreasonably withheld consent and/or no further act of consent is required from the landlord.

What remedies does the landlord have if the tenant uses the self-help remedy?

The landlord has three remedies:

• Forfeit lease: by peaceable re-entry or court proceedings.  If the landlord has complied with his/her duties, the tenant will have to remedy the breach to get relief from forfeiture and pay the landlord’s costs and compensation.  Note that a rent stop should be put on the account and the lease should not be treated as continuing.
• Damages against the tenant: firstly, the landlord can claim for compensatory damages to reflect the sum the landlord might have demanded to relax the covenant against the tenant ( Crestfort v Tesco ) at the date of the contract/tort of interference with the contract with the tenant by the sub-tenant. Secondly, it is possible to recover damages from both the tenant under the lease and the sub-tenant under tort of interference with the contract if the sub-tenant had intended to procure that breach ( Crestfort v Tesco ).
• Injunction: The landlord can apply for an injunction against the tenant such as ordering a surrender of unlawful sub-lease ( Crestfort v Tesco ). This action would be  particularly appropriate if the landlord does not want to forfeit in a falling market.

When is a landlord’s consent required to assign a lease?

If the lease contains no restrictions then the tenant has absolute freedom.  If the lease contains an absolute prohibition then the landlord can refuse or impose unreasonable conditions.  If the lease contains a qualified condition, then the landlord’s consent is deemed not to be unreasonably withheld (s.19 (1) LTA 1927).  If the lease contains a fully qualified covenant, then the landlord’s consent is not to be unreasonably withheld.

Under s.1 LTA 1988 (only where qualified or fully qualified covenant) on written application by the tenant for consent, the landlord must within a reasonable time:

• give consent (unless reasonable not to); and
• give the tenant a written notice of the landlord’s decision stating, where consent is given, any reasons which the landlord imposes or, where consent is refused, the reasons for refusal.

Under s.2 LTA 1988, the landlord must pass on any written application to the superior landlord within a reasonable time.

What is the burden of proof if the landlord fails to comply?

The burden of proof is on the landlord to show that they complied with statutory duties and on the tenant to establish losses.

The tenant has thee remedies:

• Self-help: where the tenant assigns anyway.  Firstly, the tenant should send a letter before action to get the landlord’s consent as this avoids problems later.  The tenant should also ask the landlord to confirm that he/she will not peaceably re-enter.  If the landlord does not confirm, the tenant should consider seeking an injunction restraining the landlord from re-entering until the question of whether there is a breach is resolved by agreement or the courts.
• Tenant issues court proceedings: for a declaration that the landlord has unreasonably withheld consent and/or no further act of consent is required from the landlord.
• Tenant issues a damages claim: for breach of a statutory duty under LTA 1988:
• Consider causation eg would the proposed assignment abort anyway?  If so, there is no loss.
• Consider the foreseeability of losses.
• The tenant must mitigate its loss and must try and remarket the premises in the best terms available in the open market as soon as possible.
• Consider measures of damages: Firstly, compensatory damages such as rent and the liabilities the sub-tenant would have to pay. For example, in Blockbuster v Barnsdale , the tenant recovered £70,000 where the proposed sub-rent was £56,000 because of insurance and rates recovery in addition to  loss of premium, abortive costs, loss of opportunity (if the tenant is able to transfer dilapidations liability). Secondly, exemplary damages if the landlord acted obstructively or to gain an advantage from refusal of consent. For example, there were exemplary damages of £25,000 in Design v Thurloe where the landlord wanted the assignment to fail to get surrender and to then re-let on better terms.

What remedies does the landlord have if the tenant uses self-help remedies?

• Forfeit lease: by peaceable re-entry or court proceedings.  If the landlord has complied with duties, the tenant will have to remedy the breach to get relief from forfeiture and pay the landlord’s costs and compensations. Note that a rent stop should be put on the account and the lease should not be treated as continuing.
• Damages against the tenant: firstly, compensatory damages to reflect the sum the landlord might have demanded to relax the covenant against the tenant ( Crestfort v Tesco ) at the date of the contract/tort of interference with the contract with the tenant by the sub-tenant.  It is also possible to recover the damages from both the tenant under the lease and the sub-tenant under the tort of interference with the contract, if the sub-tenant had intended to procure that breach – see Crestfort v Tesco .
• Injunction against the tenant: for example, ordering a surrender of an unlawful sub-lease ( Crestfort v Tesco ), particularly if the landlord does not want to forfeit in a falling market.

How may a landlord refuse consent?

The landlord must give reasons for any refusal of consent.  The landlord is confined to the reasons given in his written statement so he cannot add other reasons or later justify refusal on other grounds.  The landlord and tenant may agree (either in the lease or before the application for the licence) any circumstances or conditions subject to which the licence may be granted which are not then subject to a test as to what is reasonable.

What is reasonable?

What is reasonable is a question of fact ( Bickel v Duke of Westminster [1977] QB 517).  The landlord need not show that his objections are objectively justifiable, only that reasonable landlords acting prudently and competently would also rely on them ( Pimms Ltd v Tallow Chambers Co [1964] 2 QB 547 at 564).

Generally, a landlord need only consider its own interests but, if there is such a disproportion between the benefit to the landlord and the detriment to the tenant in refusing consent, then it may be unreasonable to withhold consent (International Drilling Fluids).  The landlord is entitled to be told the true nature of the proposed transaction and so will not unreasonably withhold consent if this has not happened.  The landlord is fully entitled to look critically at any matter relating to the proposed assignee that would reduce the value of his interest, especially if he intends to sell it.

The purpose of the covenant against assigning without the landlord’s consent is to protect the landlord from having its premises used or occupied in an undesirable way or by an undesirable tenant or assignee (International Drilling Fluids).  A refusal must relate to the landlord and tenant relationship in regard to the subject matter of the lease, so:

• it will normally be reasonable to refuse consent or impose a condition if such refusal or condition is necessary to prevent the tenant from acting to the prejudice of the landlord’s existing rights; and
• it will normally be unreasonable to impose a condition which would increase or enhance the control which the landlord was entitled to exercise under the terms of the lease and the general law (a ‘collateral advantage’).

What are the grounds for refusing alterations (fully qualified covenant)?

If the alterations reduced the value of the reversion, then the landlord should ask the tenant for compensation on that basis.  Reasonable refusal will usually have to be based on:

• evidence of long term structural instability ( Igbal v Thakar [2004]); and/or
• the commercial impact on the landlord’s business that cannot easily be qualified ( Sargeant v Macepath (Whittlebury) [2004]).

What are the grounds for refusing assignment (qualified/fully qualified covenant)?

There are several ground for refusal including:

• The financial strength of the assignee
• Any breach of covenant by the tenant
• The superior landlord’s consent; and/or
• Any change of use/alterations.

How can we help?

• Call us on 0845 365 0051
• Email your enquiry
• Follow us on Twitter

Key contacts

Martin Codd

Email Martin View full profile

Email Tim View full profile

Duncan Taylor

Email Duncan View full profile

Useful links

• Legal notice
• Privacy policy
• Cookie policy
• Accessibility
• Complaints procedure
• Quality statement
• Modern slavery statement
• Environmental statement

Contact an office

• London (Head office) +44 (0)20 7457 3000
• Basingstoke +44 (0)1256 407100
• Birmingham +44 (0)121 312 2560
• Cambridge +44 (0)1223 465465
• Guildford +44 (0)1483 791800
• Oxford +44 (0)1865 722106
• Reading +44 (0)118 982 2640
• Madrid +34 91 781 6670
• Paris +33 1 44 34 24 80
• Piraeus +30 210 361 4840
• Singapore +65 6438 4497
• Aviation and aerospace
• Energy and natural resources
• Financial services
• Insurance and reinsurance
• Life sciences
• Media and creative industries
• Private wealth
• Real estate
• Sustainability

Services for Business

• Banking and finance
• Commercial dispute resolution
• Construction and infrastructure
• Data protection and privacy
• Immigration
• Intellectual property
• International trade
• IT and telecommunications
• Marine, trade and energy
• Regulatory compliance
• Restructuring and insolvency

Services for Individuals

• Clinical negligence
• Contentious probate and trust disputes
• Court of Protection and deputyships
• Holiday accident claims
• Personal injury
• Private client and tax
• Residential property and conveyancing

© 2024 Penningtons Manches Cooper LLP. All rights reserved. Website design by Frontmedia / Dynamic Pear

Penningtons Manches Cooper LLP

Penningtons Manches Cooper LLP is a limited liability partnership registered in England and Wales with registered number OC311575 and is authorised and regulated by the Solicitors Regulation Authority under number 419867.

You are using an outdated browser. Please upgrade your browser to improve your experience.

• Business immigration
• Civil Fraud
• Data protection & privacy
• Dispute resolution
• Employment & HRLaw
• Financial services regulatory
• Intellectual property
• Internal investigations
• International
• International Arbitration
• Partnerships & LLPs
• Real estate
• Regulatory & white-collar defence
• Securities Litigation
• Tax & incentives
• Technology & online
• Financial services
• Professional services
• Publishing & digital media

Home / Insights

When can I claim that my Landlord is unreasonably withholding consent?

• News & deals
• Webinars on demand
• opens a new window

Almost all commercial tenants covenant within a lease not to, for example, assign, sublet, make alterations or change the permitted use of a premise unless they have obtained the consent of their landlord. This enables landlords to keep control of occupation and the physical state of theirpremises. However, by way protection of the tenant’s position, the relevant provisions usually expressly state that the consent of the landlord is “not to be unreasonably withheld or delayed”.  This provides tenants with the ability to challenge any unreasonable decision of a landlord should it become necessary.  

Whilst express wording in the lease is preferable, and from the point of view of a tenant should be insisted upon when negotiating lease terms, their absence does not mean a tenant is unprotected. Depending on the circumstance requiring consent, there are various statutory provisions which prevent a landlord from acting unreasonably. These include provisions such as section 19(1) of the Landlord and Tenant Act 1927 which states that where consent to dealing with the lease is required (for example if a lease is to be assigned), consent should not be unreasonably withheld.  Similarly, with regard to alterations, if there is a complete prohibition relating to carrying out works, a tenant may be able to carry out improvements to a premises upon service notice on the landlord and, if necessary, obtaining a Court order if the landlord objects.  Equally, if the lease permits works with consent, a landlord may not unreasonably withhold consent if the works can be seen as improvements works.

Is there an accepted definition of ‘unreasonably withholding consent’?

No. Case law has shown that the definition of ‘unreasonable’ is fact specific to and varies from lease to lease. The length of time a landlord may have to consider an application, the level of costs it may seek to require, the requirements it may have that go beyond the prescribed requirements set out in the lease will very much depend on the circumstances. For example, the withholding of consent and the time required to consider an application to an assignment of a lease to a tenant with poor financial credentials from a very prosperous one may take longer to evaluate and subsequently be reasonable to withhold than an application to one that is financially sound, with potentially better covenant strength than the current tenant.

What can I do if I believe consent is being unreasonably withheld?

Before you do anything, make sure you consider your application and check that you are complying with the obligations under the lease.  If in doubt, take legal advice.  Whilst frustrating, circumstances may dictate that it would be wiser to accept the landlord’s decision and refrain from taking any action or otherwise revise and re-submit the proposals to avoid any further costs.

If you are convinced consent is being unreasonably withheld you could consider:

• Challenging the landlord’s behaviour which could ultimately lead to Court proceedings; or
• Proceeding with the alterations/additions/assignment regardless of the lack of consent and with the risk that you may be required to reinstate the position in the event the landlord is held to not be unreasonably withholding consent.

How can I minimise this issue?

If you are taking a new lease, negotiate with your landlord and define within your lease when it will be both reasonable and unreasonable for the landlord to withhold consent.  However, how the process will work in practice is, of course, not only down to the decisions and behaviour of the landlord and its advisors on a case by case basis but also to you, as tenant, when making your application.

Rebecca Evans

Follow us online.

• linkedin - opens a new window
• twitter - opens a new window
• youtube - opens a new window

Popular insights

Direct(or) responsibility: 10 ways a director could be held personally liable in 2022.

A recently published case has shone a new light on the well-known fact of English company law – that a company has its o...

UK Financial Services reform: Has anything changed since the announcement of the Edinburgh Reforms?

The UK Government has been toying with the idea of reforming the UK Financial Services sector for some time.  Aroun...

How to successfully challenge witness statements

Witness statements are a crucial part of any case. Their purpose is to show the case in its strongest light. Indeed, a c...

Need more information about the above people and legal expertise? Talk to one of our lawyers: +44 (0)20 7628 2000

Privacy Overview

• Sustainability
• Client Login

• Built Environment
• Energy & Natural Resources
• Financial Services
• Government & Public Sector
• Technology, Media & Communications

Legal Services

• Commercial, Regulatory & Data
• Dispute Resolution
• Employment and Pensions
• Finance and Restructuring
• Real Estate
• Tax & Private Capital
• India Group

Legal Operations

• Contracts Management
• Cyber Incident Services
• Legal Analytics
• Legal Operations & Consulting
• Litigation and Investigations

Business Services

• Claims Management & Adjusting
• Corporate Governance & Compliance
• DWF Chambers
• Regulatory Consulting
• Class Actions
• Economic Crime & Fraud Hub
• Sustainable Business & ESG
• Data Protection and Cyber Security
• News and Insights
• Reports and Publications
• News and Press
• DWF onDemand
• Brave New Law
• DWF Link: Business leaders of the future
• Consumer Duty Hub

Unreasonably withholding consent to assign a lease

How unreasonable does a landlord have to be?

Leases will usually require a landlord’s consent before a tenant can assign, sublet, or otherwise part with possession of premises. This is understandable as a landlord needs the ability to protect their interest in their premises. In the current market however, a tenant’s need for premises can change quickly and often, particularly in retail units where customer preferences and footfall are vital.

Section 19(1) of the Landlord and Tenant Act 1927 says that for all leases where there is a requirement on a tenant to obtain a landlord’s consent before assigning, underletting or in any way changing possession of all or part of the premises, consent is not to be unreasonably withheld. As a result, a landlord must always act reasonably – although reasonable doesn’t necessarily mean correctly or justifiably – just what a reasonable person would do in those circumstances. The decision must be based on the relationship of the landlord and tenant and a landlord cannot look to better their position by refusing consent.

When can a landlord refuse consent?

It may be reasonable to withhold consent if the assignee does not appear able to make the rental commitments required under the lease. A profit level of ‘three times the annual rent’ is often used as a benchmark to show that a tenant can make the rental payments. That is not a hard and fast rule though and a landlord refusing consent on the basis that a tenant’s profit levels do not meet that criteria will not necessarily be reasonable. It would be reasonable to refuse consent where the proposed assignee would use the premises for a use which would be a breach of the user covenant. Similarly, the landlord can refuse consent if it wants to maintain a good tenant mix, for example in a shopping centre. It is also reasonable for a landlord to refuse to assign a lease to an assignee who would be in direct competition with their business.

However, it is unreasonable for a landlord to refuse consent where they look to obtain a variation to the lease to improve their position as a condition of granting consent or on any grounds which are discriminatory to the proposed assignee or sub-tenant. Also, a landlord cannot reasonably withhold consent to an underletting on the basis that to do so may set a low rent comparable for forthcoming rent reviews.

Less clear cut examples are where a landlord refuses consent to sub-let due to concerns about the long term viability of the sub-tenant. The landlord’s direct covenant with the tenant remains and so the landlord’s ability to collect rent should not be affected. However, it is possible that the market will perceive the sub-letting as a reduction in the value of the property and that could affect the landlord’s reversionary interest. Similarly if the landlord refuses consent to assign or sub-let on the basis of existing breaches of covenant by the tenant, it will depend on the severity of the breaches and the likelihood of the assignee or sub-tenant to remedy them. It would be unreasonable for a landlord to refuse consent to assign on the basis of minor disrepair works, but it may be reasonable to refuse consent to assign where there are substantial dilapidations and the assignee does not appear to have the means to remedy the defects. In cases like this whether or not refusal is unreasonable will depend on all the facts in that particular case.

Timing of applications

The timing of a landlord’s response is also covered by statute. The Landlord and Tenant Act 1988 Section 1(3) states that a landlord owes a duty to a tenant to respond to any application for consent within a reasonable time. What constitutes a reasonable time will depend on each set of circumstances and it would be impossible to set down hard and fast rules. However, case law does give us some indications as to what is and isn’t reasonable. The time period will run from when a landlord receives a complete formal application from the tenant and ends when the landlord’s decision is notified to the tenant. The time period between those two will need to be as short as is sensibly possible It will be weeks and not months, but holiday periods will be taken into account as will the complexities of the deal.

Ultimately it is for the tenant to demonstrate that the landlord is acting unreasonably rather than the landlord to prove its behaviour is reasonable. As such, a tenant making a formal application needs to provide as much information as possible at the time of making the application and provide all relevant details. It will be far easier for a tenant to prove that the landlord is unreasonably withholding consent where the application included complete and comprehensive supporting information, rather than where information has been provided piecemeal and reactively.

Landlords receiving applications need to act promptly as the time limits explained above will apply once the application is made. If you are unsure whether you need to treat the communication from a tenant as a formal application for consent to assign, then ask the question. Correspondence from a tenant saying that you are out of time to withhold consent will put a landlord on the back foot – even if consent would have been granted in any event.

When considering an application to assign, sublet or part with possession, or if you are a landlord you receive one, it is worth taking advice to ensure you are aware of your rights and the likely consequences of consent being refused.

If you require any further information please contact a member of our expert Real Estate Litigation  team.

Since new rules were introduced in December 2022, the FCA have been persistent in requesting higher levels of due diligence and ongoing oversight of Appointed Representatives (ARs) by their Principal firms, who are responsible for ensuring compliance. This was in response to high levels of complaints and supervisory cases against Principals of ARs.

DWF, the global provider of integrated legal and business services, has signed on to the AI Code of Conduct for the insurance claims industry.

In this webinar, DWF's grant funding experts, Sean Caldwell and Claira Rodden, delivered an overview of the key elements of grant funding agreements. 

Court of Appeal Rules on “Unreasonably Withholding” Consent for the Assignment of a Lease

In the intricate world of commercial tenancies , landlord and tenant relationships can often be fraught with back-and-forth negotiations. One such scenario recently came to light before the Court of Appeal for Ontario when a dentist, seeking to assign his lease to two other dentists who were set to purchase his practice, found himself entangled in a complex battle for consent. What followed was a series of events that underscored the importance of understanding lease agreements and the boundaries of consent in the context of lease assignments.

What is an Assignment of a Lease?

A lease assignment refers to the transfer of a lease agreement from one tenant to another. When a tenant wishes to assign their lease, they essentially transfer their rights and obligations under the lease to a new individual or entity, known as the assignee.

In Ontario, the Commercial Tenancies Act imposes some restrictions on tenants and landlords when assigning a commercial lease. Specifically, section 23 states that the landlord is subject to the obligation that any license of consent to an assignment is not to be “unreasonably withheld.” Section 23(2) allows a tenant to apply to the Superior Court of Justice where such licence or consent has been unreasonably withheld.

What is the Doctrine of Waiver?

The doctrine of waiver is a legal principle whereby an individual intentionally relinquishes or abandons their right, claim, or privilege afforded in a contract. Under this doctrine, if a party fails to enforce or assert a right or benefit they are entitled to under the contract terms, they may be deemed to have waived that right. In other words, by knowingly and voluntarily choosing not to exercise a certain right, the party loses the ability to claim that right later.

The elements of the doctrine were best described in Saskatchewan River Bungalows Ltd. v. Maritime Life Assurance Co. as “full knowledge of the deficiency which might be relied upon and the unequivocal intention to relinquish the right to rely on it.” Since then, case law in Ontario has developed to clarify the situations in which the doctrine can be applied.

Retiring Dentist Sells Practice

The scope of unreasonable withholding and the applicability of the waiver doctrine were recently considered by the Court of Appeal in Rabin v. 2490918 Ontario Inc . At the time of the dispute, the appellant was a retiring dentist who had practiced for several decades. His practice was a tenant of a building that the respondent acquired to demolish and redevelop in the future. Through the purchase, the respondent became the landlord at the property.

The appellant had agreed to sell his practice to two younger dentists and sought the landlord’s consent to assign the lease as part of the business sale . The provision addressing lease assignments in the commercial lease required the appellant to give “prior written notice” to the landlord of his intent to transfer, and within 15 days of such notice, the landlord would notify of its consent or lack thereof.

Dentist Attempts to Assign Lease

The appellant sent the requisite notice to the landlord, but the respondent did not reply within the 15-day specified timeframe. It was not until 22 days after the notice was delivered that the landlord consented, subject to the addition of a demolition clause. The appellant refused, and the respondent withheld its consent. The parties continued their correspondence with several more requests for the landlord’s consent in the negotiations.

The application judge found that the appellant had waived the requirement under the lease for the respondent to provide consent within 15 days. In arriving at this decision, the judge was swayed by numerous emails sent by the appellant’s counsel renewing the request for consent. The judge dismissed the application.

Court of Appeal Overturns Ruling Based on Legal Errors

On appeal, the Court of Appeal found that the application judge had applied the doctrine of waiver where neither party had raised it as an issue, and the judge had erred in its application.

First, the Court noted that it is well established as a matter of natural justice that “it is not open to a judge to dispose of a material issue in a proceeding on the basis that has not been raised or argued by the parties.” The application judge had applied the doctrine of waiver on his initiative, preventing the parties from making submissions on this point.

Second, the application judge did not reference the test as set out above. He made no determination on whether the appellant had the “unequivocal and conscious intention” to waive his rights in any of the correspondence. In fact, the appellant had continuously insisted on compliance with the lease. The evidence pointed to the stringent test not being met, and thus, applying the waiver doctrine was a legal error.

Lease Assignment Ordered to Proceed

The Court went on to note that the application judge’s analysis should have focused on whether the consent by the landlord was “unreasonably withheld.” In doing so, the Court stated that it would look at “the information available to, and the reasons given by, the landlord at the time the landlord neglected or refused consent.” In light of the facts of the case, this burden was met. The landlord failed to respond within the necessary timeframe, no reasonable excuse was provided for its failure to respond, and attempted to trade consent for a clause for its benefit.

The Court allowed the appeal, set aside the application judge’s order, and granted the appellant’s application. The Court found that the landlord unreasonably withheld its consent to the lease assignment and ordered that the assignment be made.

Contact the Toronto Property Lawyers at Baker & Company for Effective Commercial Real Estate Advice

There are several standard terms within a commercial lease, which often includes provisions pertaining to a lease assignment . However, if a party to the lease does not uphold their obligations to the other party, disputes can quickly arise. The trusted real estate lawyers at Baker & Company have extensive experience drafting, reviewing and negotiating commercial leases. Our lawyers will help you review documentation and ensure that you understand your legal obligations before you sign any contract. Contact us online or by phone at 416-777-0100 to schedule a consultation with a member of our property law team and learn how we can help you.

Have Questions? Contact Us

Phone: 416-777-0100 Fax: 416-366-3992 [email protected]

Full Name (required)

Email Address (required)

Phone Number

Subject (required)

Message (required)

I have read the Privacy Policy and Terms of Use .

Landlord’s Consent Unveiled: Exciting Lessons and Court Guidance on Commercial Lease Assignments! 

By Kirk Cherry and Julia Conlon

One court case stands out in commercial leasing as guidance for landlords navigating the complexities of consenting to lease assignments. Enter Rabin v 2490918 Ontario Inc. 2023 ONCA 49, a decision that highlights essential considerations for landlords in handling assignment requests. Here are the key takeaways for leasing professionals:

Timeliness and Reasonableness: The Cornerstones of Consent

In the fast-paced world of commercial leasing, time is of the essence. The Rabin case emphasizes the significance of responding promptly to assignment requests. Failure to do so may lead to accusations of unreasonable withholding of consent. Landlords should exercise due diligence and prioritize timely responses, fostering transparency and professionalism in tenant dealings.

Waivers Revisited: Unveiling Tenant Rights

The case highlights the importance of distinguishing between negotiation efforts and the waiver of rights. Engaging in negotiations does not automatically constitute an unequivocal intention to abandon tenant rights. Landlords must be cautious not to interpret negotiations as waiving the tenant’s right to a response from the landlord on the request for an assignment. Respecting tenant rights to a response within the specified period is essential.

Reasonable Refusals: Justification is Key

Subject to the terms of a particular lease, landlords are generally granted the authority to refuse consent to lease assignments; however, the reasons provided must meet the “reasonable” standard. Most leases provide that a landlord may not unreasonably withhold consent to an assignment. In Rabin, the court scrutinized the landlord’s reasoning for refusal and found it inadequate. To ensure compliance with the court’s guidance, landlords should base their decisions on objective and valid grounds, avoiding arbitrary refusals that could potentially lead to legal repercussions. Legal counsel can assist in evaluating whether a landlord refusal to an assignment will be considered reasonable by the courts.

Striking a Balance: Economic Impact and Commercial Realities

When faced with an assignment request from a tenant, landlords are required to consider both the economic realities of the marketplace, including the likelihood of success of the assignee’s business, and the financial impact of the assignment to the landlord. The court’s guidance in Rabin underscored the importance of evaluating the proposed assignee’s financial position and assessing the probability of default on lease obligations. In making informed decisions, landlords must weigh these factors against the tenant’s right to assign as provided in the lease.

Court Guidance for Reasonableness:

In the enthralling saga of Rabin, the Court laid down essential factors to determine whether a landlord acted reasonably in withholding consent:

• The burden rests on the tenant to demonstrate that the refusal to consent was unreasonable.
• The court will consider the information available to the landlord and the reasons provided by the landlord at the time of refusal for an assignment. Any subsequent facts or reasons provided are not material to the court’s decision.
• The court will examine the relevant provisions of the lease that define the assignment and the rights of both tenant and landlord in relation to consent.
• Depending on the circumstances, the high risk that the proposed assignee will default on its lease obligations may be considered reasonable grounds for withholding consent.
• The financial position of the assignee may be relevant in the court’s assessment.
• The question of reasonableness is essentially one of fact and must be determined based on the specific circumstances of the case, including the commercial realities of the marketplace and the potential economic impact of an assignment on the landlord.

Conclusion:

Rabin offers valuable insights and court-provided guidance for landlords in assessing tenant requests for assignments. Subject to the specific terms in a lease agreement, landlords are cautioned to exercise timeliness and reasonableness in responding to assignment requests. Respecting tenant rights, justifying refusals with valid grounds, and striking a balance between economic interests and the commercial landscape, will ensure landlords reduce the risk of costly litigation following a refusal to an assignment request.

For more information on this article, or for assistance with any commercial real estate matter, please contact one of the authors or another member of W Law’s experienced Real Estate group.

LATEST NEWS

Congratulations Adam!

We’re elated to share that our esteemed colleague, Adam Touet, has been elected as the Vice President of the Law Society of Saskatchewan.

W Law LLP is pleased to welcome Mustafa Ghori into our Firm.

Sharmi Jaggi has been appointed to St. Paul’s Hospital Foundation Board of Directors. Congratulations Sharmi!

New Prompt Payment Legislation in the Construction Industry – Part 1 

By Nicholas Conlon and Koby Kelln Note: This is the first of two articles that will briefly explain the key points contained in the Prompt

W Law Proud Sponsor of 1st “Stand Up” For Mental Health Fundraiser

W Law LLP is proud to have been a Platinum Sponsor of the First “Stand Up” for Mental Health fundraiser held in Melfort on March

Kirk Cherry Presented with Queen’s Platinum Jubilee Medal

Congratulations to our own, Kirk Cherry (right), who was presented with the Queen’s Platinum Jubilee Medal for his volunteer contributions to the City of Saskatoon,

Dr. Sharmi Jaggi Presents…

Dr. Sharmi Jaggi will be presenting a Law Society of Saskatchewan Webinar on May 15th, 12:00 pm – 1:00 pm CST, where she will discuss

Congratulations Carlynn!

We are now hiring a Litigation Assistant

Please forward your Resume & cover letter to [email protected].

With its roots in the prairies...

W Law provides personalized guidance to make navigating the legal landscape easy .

At W Law, we honour our prairie roots by providing trustworthy and reliable legal services to our community. We have experienced lawyers in Saskatoon, Melfort, Warman, Martensville, and Outlook ready to put your needs first and ensure you receive the highest level of service possible.

SASKATOON OFFICE

1100 – 122 – 1 st Avenue South Saskatoon, SK S7K 7E5 8:30 am – 4:30 pm

MELFORT OFFICE

Box 69, 511 Main Street, Melfort, SK S0E 1A0 8:30 am – 4:30 pm 

MARTENSVILLE OFFICE

402A First Avenue South, Martensville, SK S0K 2T0 Wed – 1:00 pm – 4:30 pm

WARMAN OFFICE

211 Central Street, Warman, SK S0K 0A1 Fri – 9:00 am – noon

OUTLOOK OFFICE

Box 1035, 222 Franklin Street, Outlook, SK S0L 2N0 9:00 am – 4:30 pm

Privacy Policy       |      Log In

Assignment and Consent Standards in Commercial Leases

Mar 6, 2020

Assignment provisions in commercial leases are heavily negotiated and very important to both landlords and tenants. This article presents a brief overview of the assignment provision in commercial leases, both office and retail.

Assignment provisions in commercial leases are heavily negotiated and very important to both landlords and tenants. When a tenant’s interest in a lease is assigned, the tenant is transferring its entire leasehold interest and 100% of the leased premises to a third party for the entire remaining term of the lease. For the tenant, the assignment provision represents a potential exit strategy, dependent of course on the local market, and increased flexibility for future needs. For the landlord, the assignment offers greater security for its revenue stream and hopefully the avoidance of a tenant bankruptcy or default while keeping its building occupied. The tenant’s desire for flexibility and the landlord’s need for control is where the negotiations are focused. This article presents a brief overview of the assignment provision in commercial leases, both office and retail, with particular attention on the laws of Maryland, Virginia and the District of Columbia. The landlord’s standard for providing consent to a request to an assignment will be reviewed, and we will conclude by offering suggested language.

What If The Lease Does Not Contain An Assignment Provision?

The law traditionally favors the free alienation of property. Therefore, under the laws of almost every state, if the lease is silent on whether the landlord’s consent to an assignment is required, then the commercial tenant has the right to assign its interest. This is true in Maryland, Virginia and the District of Columbia. Given this baseline, almost every lease form will have a detailed provision setting forth the assignment process. Note also, however, that in most states it is also enforceable for a commercial lease to have an outright prohibition against assignments. Such a provision would likely be a non-starting deal point for most sophisticated tenants.

What Does Reasonable Mean?

If a lease simply provides that the tenant requires landlord’s consent to an assignment, but does not include the standard for giving or withholding that consent, then in many states the implied standard is that the landlord’s consent may not be unreasonably withheld. Historically this was the minority view, with the historical rule allowing the landlord to withhold consent for any reason. The implied duty of reasonableness is now more the norm as more states adopt this position when presented with the issue. There is express case law establishing this rule in Maryland, and most courts in Virginia and Washington, DC will imply such a covenant of good faith and fair dealing. Most states, though, do allow a landlord the sole right to grant or withhold its consent if the lease clearly expressly provides, and in Maryland the lease must specifically state that the landlord’s consent may be granted or withheld in the sole and absolute subjective discretion of the landlord. Again though, a sophisticated tenant with any leverage should never agree to such a provision.

Most negotiated leases will instead contain a provision requiring that landlord’s consent to an assignment is required, but such consent will not be unreasonably withheld. The tenant will likely also try to include landlord’s obligation to not unreasonably delay or condition its consent. A short clause without further defining what constitutes “reasonableness” generally favors the tenant, and landlords typically prefer including specific standards as to the criteria it can consider when reasonably deciding whether or not to consent to an assignment. Without such specificity, defining “reasonable” is difficult as the landlord and tenant clearly will have differing viewpoints and it may be left as a factual question to be decided in litigation. The typical definition (set forth in the Restatement (Second) of Property) would be that of a reasonably prudent person in the landlord’s position exercising reasonable commercial responsibility.

Absent a detailed provision listing the criteria a landlord can consider when reasonably reviewing a request to assign, a landlord is typically found to be considered reasonable if it considers certain general broad factors. First, the landlord reviews the assignee’s proposed use. In a retail setting, the landlord will be concerned whether the proposed use fits with the existing center and/or violates any existing exclusives or insurance requirements. In an office setting, the landlord might review the expected traffic and wear and tear on the building. Second, the landlord will consider the creditworthiness of the assignee. The landlord (and the assignor) will want to be confident that the assignee is capable of performing tenant’s obligations under the lease and a large creditworthy tenant increases the value of the asset. The assignor might argue that a strict financial test (such as a minimum net worth, for example) is unfair since the assignor is likely not being released upon the assignment and the landlord can still pursue the assignor in the event of a default. Third, the landlord will review the experience and history of the assignor. As mentioned above, landlords instead prefer a detailed list setting forth the many factors that they can include as part of reasonably reviewing a request for a lease assignment.

Without further establishing the criteria, the landlord puts itself at risk of a challenge by the tenant that a denial of a consent is unreasonable.

In defining “reasonable,” courts typically do not allow a landlord to deny or condition consent to an assignment based purely on economic reasons where the landlord results in substantially increasing what it was entitled to under the lease. In Washington, DC, there is well established case law holding that it is unreasonable for a landlord to withhold consent solely to extract an economic concession or improve its economic position. For example, a court would not consider it reasonable for a landlord to condition its consent on the assignee paying a greatly increased rent. Instead, as discussed below, landlords should look to protect their interests in a market of increasing rents by providing for either the sharing of excess rentals or a right to recapture.

What Are Typical Provisions In an Assignment Clause?

As discussed above, tenants generally prefer a short assignment provision simply requiring the landlord to not unreasonably withhold, condition or delay its consent to an assignment. But most leases are drafted by landlords, and over the years the assignment provisions have evolved to contain many typical provisions in addition to further defining “reasonableness,” including the following below.

• Sharing of Excess Rents. Since many states do not permit a landlord to condition its consent on improving its economic position (e. g. , by increasing the rent), most leases instead contain a provision where the landlord is entitled to all or a portion of the profits. The profits may mean increased rent, or it may even be construed more broadly to consider the value of the location in a sale of the tenant’s business. The landlord’s argument is that it doesn’t want the tenants competing in the real estate market. The tenant should push back here, and certainly try to lower the percentage shared, carve out any consideration received in the sale of tenant’s business, and only share profits after all of the tenant’s reasonable costs incurred in connection with the assignment were first deducted.
• Corporate Transfers. Since a purchase of the entity constituting tenant is likely not deemed an assignment under the law, most leases make clear that any such corporate sale, including the sale of either a controlling interest in the stock or substantially all of the assets of the tenant, is deemed an assignment for purposes of the lease. The tenant should carve out permitted transfers for typical mergers and acquisitions under certain conditions, and also carve out routine transfers of stock (or other ownership interests) between existing partners or for estate planning purposes. The landlord will likely accept a permitted transfer concept provided they receive adequate notice and the successor entity succeeds to all of the assets of the original tenant with an acceptable net worth.
• Assignment Review Fee. Most landlords include in their form lease the requirement that the tenant reimburse them for legal and administrative expenses incurred in reviewing the request for consent and preparing the assignment. The tenant clearly wants to keep these fees reasonable and in keeping with the local market.
• Recapture Rights. Landlords like to include the express right to recapture the premises in the event the tenant comes to it to request a consent for an assignment. A recapture clause allows the landlord to terminate the lease if market rents have increased or if it needs the space for another use. Sophisticated tenants should push back here as much as leverage allows, try to limit the time periods, and if nothing else try for the right to nullify the recapture by rescinding its request for the consent.
• Tenant’s Remedy. To protect themselves from claims for damages from the tenant if the landlord withholds its consent to a requested assignment, landlords often include a provision where the tenant waives its rights to monetary damages in such a situation and can only seek injunctive relief. The tenant should try to delete this provision, or at least, if leverage permits, provide for the right to seek damages if the landlord is subsequently found to have acted in bad faith.

Assignment provisions are heavily negotiated and both the commercial landlord and tenant need to be advised to the applicable local law and know the market for a comparable transaction. ( Note: The author represents office and retail landlords and tenants throughout Virginia, Maryland and the District of Columbia.) Sample reasonableness provisions for both office and retail uses are copied below for reference.

Retail Lease

Landlord and Tenant agree, by way of example and without limitation, that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (i) In Landlord’s reasonable business judgment, the proposed assignee lacks sufficient business experience to operate a business of the type permitted under this Lease and to a quality required under this Lease; (ii) The present net worth of the proposed assignee is lower than that of Tenant’s as of either the date of the proposed assignment or the date of this Lease; (iii) The proposed assignment would require alterations to the Premises affecting the Building’s systems or structure; (iv) The proposed assignment would require modification to the terms of this Lease, or would breach any covenant of Landlord in any other lease, insurance policy, financing agreement or other agreement relating to the Shopping Center, including, without limitation, covenants respecting radius, location, use and/or exclusivity; (v) The proposed assignment would conflict with the primary use of any existing tenant in the Shopping Center or any recorded instrument to which the Shopping Center is bound; and/or (vi) The proposed assignment or subletting would result in a reduction in the Rent collected by Landlord during any portion of the term of this Lease.

Office Lease

Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Premises for purposes which are not permitted under this Lease; (iii) The Transferee is a governmental agency; (iv) The Transfer occurs prior to the first anniversary of the Lease Commencement Date; (v) The Transferee has a net worth of less than $10,000,000.00; (vi) The proposed Transfer would cause a violation or trigger a termination right of another lease for space in the Building; or (vii) Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Building at the time of the request for consent, or (ii) is negotiating with Landlord to lease space in the Building at such time, or (iii) has negotiated with Landlord during the six (6)-month period immediately preceding the Transfer Notice.

Reprinted with permission from the March edition of the Commercial Leasing Law & Strategy© 2020 ALM Media Properties, LLC. All rights reserved. Further duplication without permission is prohibited, contact 877-257-3382 or [email protected] .

• John G. Kelly

Related Practices Areas

• Commercial Leasing
• Real Estate

Related Industries

• Bank & Lender Services
• Real Estate Development & Investment
• Small, Emerging & Growing Businesses

Is my landlord unreasonably withholding consent?

by Levi Solicitors | Oct 9, 2017 | Blog Posts

It is common for leases to contain a provision to prevent the tenant from assigning or underletting the lease to another party without the landlord’s consent. This allows the landlord to maintain control over who the tenant will be throughout the term of the lease. To give the tenant some means of protection, this provision is often subject to a qualification that the landlord shall not unreasonably withhold consent. So what does this mean?

What is unreasonable?

Where the lease requires the landlord’s consent to assign or underlet, the landlord should give consent to an assignment or underletting of lease except where it is unreasonable to do so . The landlord should give this consent within a reasonable amount of time .  By unreasonably withholding consent, the landlord would be in breach of covenant under the lease. However, the test is subjective and whether a landlord is being reasonable will depend on the facts of the case. There have been a number of cases over the years looking at the types of acts which would constitute the landlord unreasonably withholding consent to an assignment of lease.

The court will decide each case on the facts. Therefore what is unreasonable in one case may not be in another. Examples include:

• A landlord with no intention to sell his freehold interest, is not entitled to withhold consent on the basis that there would be a decrease in the value of its interest ( FW Woolworth v Charlwood Alliance Properties [1987] 1 EGLR 53 ).
• If the assignee does not show financial stability, the landlord is entitled to withhold consent ( British Bakeries (Midlands) v Michael Testler & Co [1986] 1 EGLR 64 )
• If the tenant has breached a covenant under the lease, this is not automatic grounds for refusing consent. The nature of the breach and the effect on the landlord must be considered in assessing whether it is reasonable to withhold consent ( Singh v Dhanji & Anor [2014] EWCA Civ 414 ).
• Consent may be withheld if the landlord has reason to believe that the assignee will commit substantial breaches of covenant ( Ashworth Frazer Ltd v Gloucester City Council [2001] UKHL 59 ). This might include an intention to use the property for purposes other than is allowed under the lease.

Considerations for tenants

Recently Added

Landlords: Have you protected your tenant’s deposit?

by Zoreen Aziz | May 10, 2024 | Blog Posts

Most, if not all, landlords will take a deposit from their tenants. A Tenancy Deposit Scheme (TDS) will protect the deposit for the tenant and ensure that the tenant will receive it back at the end of the tenancy. The landlord can still use the deposit in accordance...

Difficult conversations: Discussing end-of-life wishes with loved ones

by Andrew Milburn | May 7, 2024 | Blog Posts

Conversations about death and dying are often among the most uncomfortable to broach. So this Dying Matters Awareness Week, the theme is “the way we talk about Dying Matters”. It’s about highlighting the importance of having these discussions with your family, loved...

Probate court fees to rise in May

by Andrew Milburn | Apr 22, 2024 | Blog Posts

Following a consultation last year, the Government is increasing the probate court fee by 10%. | Probate court fees A court fee is usually payable when applying for probate. There is no fee if the estate is valued at £5,000 or less. If it is over £5,000, the...

What our clients say

Mr r, bruntwood.

"Very friendly and professional, a nice company to deal with."

Miss P, Leeds

"Keep up the super service, we are over the moon. Thank you."

Mr E & Miss S, Bradford

"We found Levi's to be very professional, helpful, friendly and totally efficient."

Ms F, Leeds

"Trusted and highly recommended. 5*"

"Cannot fault anything! Thank you so much for everything."

Please select your interests

Consent not to be unreasonably withheld or delayed…

In the context of a lease assignment the High Court recently considered whether a landlord’s consent had been unreasonably delayed and whether the conditions imposed were reasonable.

Please note this decision was overturned on appeal - a summary of the Court of Appeal judgment can be found here .

The duties imposed on a landlord when considering an application for consent to assign are found in the Landlord and Tenant Act 1988. It applies in any case where a tenancy includes a covenant on the part of the tenant not to assign, underlet, charge, or part with the possession of the premises or any part of the premises without the consent of the landlord or some other person and the consent is not to be unreasonably withheld. In short:

• the landlord is under a duty to consent to the application unless it is reasonable for them not to do so
• a landlord must give written notice of his decision to the tenant and the notice must specify any conditions attached to the consent or if consent is refused the notice must specify why
• the landlord’s time for considering the application will not start running until a written application has been served on the landlord - it is then under a duty to respond with a "reasonable" period
• what constitutes a reasonable period will depend on the circumstances of the application but generally speaking it should be days or weeks rather than months
• if the landlord refuses consent, the onus is on the landlord to show the refusal is reasonable, and
• various remedies are available to the tenant if consent is found to have been unreasonably withheld, including a damages claim against the landlord (and as it will be a breach of statutory duty exemplary damages may be available).

In No.1 West India Quay (Residential) Ltd v East Tower Apartments Ltd ([2016] EWHC 2438 Ch), East Tower Apartments Limited (ETAL) owned some 42 apartments in a residential block where West India Quay (Residential) Limited (West India Quay) was the landlord. Following a long running dispute over the service charge for the block and an uneasy relations between the parties ETAL had decided to sell its apartments. The case focuses on ETALs application for consent to assign in relation to three of its apartments. While each case is fact specific the judgment serves as a useful reminder of some of the issues in play.

ETAL had already assigned eight of its apartments by the time the applications for the three flats in question were made. While on the eight previous applications ETAL was unhappy with the level of administration fees charged by West India Quay for considering these applications, it had nevertheless provided the undertakings requested in order to progress matters. However, a further increase in the fees requested and additional conditions attached to the consent caused ETAL to seek a declaration that West India Quay had either unreasonably withheld or delayed its consent in relation to three of its apartments.

Apartment 28.08 - Was consent unreasonably delayed?

Issue: In July 2014 West India Quay had provided a "sales pack" to ETAL specifying an address to which applications for written consent should be made. On 27 March 2015 ETAL made a written request for consent to the assignment of apartment 28.08 to this address, rather that West India Quay’s registered office which was required pursuant to the lease. Receipt of this request was acknowledged by West India Quay on 30 March 2015. A completion date was set for 17 April 2015 and ETAL chased for the licence. There was correspondence between the parties as to the conditions to be attached to the licence. On 29 April 2015, ETAL served a further request for consent at the landlord’s registered office, which was granted on 13 May 2015, 47 days after the request of 27 March 2015, 14 days after the request of 29 April 2015.

Outcome: The High Court upheld a previous County Court decision that the landlord had granted consent within a reasonable time as service of a formal valid request pursuant to the lease had not been made until 29 April 2015 and consent was granted 14 days later, which was held to be reasonable.

The court found that the alternative address provided by West India Quay did not waive the formal requirement for service specified in the underlease. It was held that this alternative address may be viewed as a way of opening correspondence in the first instance with a view that the application may be resolved by agreement and/or discussed informally. Formal notice then triggered the process under which the landlord was under a statutory duty to respond in a reasonable period.

Apartments 27.02 and 27.09 - Were the conditions reasonable?

Issue: Requests for consent to assign were then made in relation to two further underleases (apartments 27.02 and 27.09). The landlord sought to impose the following conditions in relation to each consent:

• a bank reference for the assignee to allow the landlord to assess the prospective assignee's covenant strength.
• a condition requiring inspection of the apartments to see if there had been any breach of the underleases plus payment of the surveyors fees for this in the sum of £350 plus VAT.
• an undertaking for West India Quay’s administration fees of £1,250 plus VAT.

The landlord refused consent as the tenant resisted payment of the fees and provision of the reference.

Outcome: The High Court held that it was reasonable for the landlord to require a bank reference so that it could be satisfied that the assignee would be able to meet the underlease covenants which included financial expenditure, and this was a simple and inexpensive means of doing so. The court reasoned that paying a substantial premium did not demonstrate financial substance as the money could have been gifted or borrowed and it was not relevant that this condition was not required in the underlease alienation provisions. The fact the landlord had various options available to in in the event of default was also not relevant.

The High Court also held that the requirement for a surveyor to inspect at a charge of £350 plus VAT was reasonable as this would allow the landlord to ascertain whether there were any breaches of the lease which was part of a reasonable information gathering exercise informing its decision as to whether to consent (eg the incoming tenant may not have the same covenant strength as the assignor when it came to making good any breaches/there may have been a once and for all breach in relation to alterations).

However, the High Court held that the administration charge of £1,250 plus VAT was unreasonable and should be assessed by reference to what would need to be done and should not be used as a source of profit. In this case the High Court agreed that a reasonable charge was £350 plus VAT (and the landlord was allowed to retain this) but noted each case will be fact specific

The court held that the landlord’s unreasonable condition in relation to the fees vitiated the two reasonable conditions for a bank reference and inspection as the correspondence between the parties suggested that even if ETAL had agreed to the bank reference and inspection fees consent would still have been refused because of the refusal to pay the administration charge. Consent had therefore been unreasonably withheld. However, it will depend on the facts of the matter and it may well be the case that the good reasons for refusing consent outweigh a bad reason.

The case is a useful reminder of some of the issues in play when a request for consent to dealing under a lease is received. Both landlords and tenants need to ensure that the formalities of the statutory regime are closely observed and of the need to ensure matters are dealt with promptly and reasonably. The commentary in relation to the provision of bank references and inspection of the property prior to assignment offers some useful guidance for those landlords looking to include similar provisions as a condition of consent.

Sign up to get the latest legal know-how delivered straight to your inbox.

This document (and any information accessed through links in this document) is provided for information purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.

Recommended reading

View related Simmons news, articles and events

30 April 2024 Publication

Real Estate bulletin - April 2024

Below are summaries of key developments in the real estate sector for April.

Recent developments in building safety.

We look at the sate of play at the end of the transitional period for new building safety rules relating to dutyholders and building control.

08 April 2024 Publication

VAT Insights - April 2024

A round up of the Simmons & Simmons insights on VAT developments over the last month.

28 March 2024 Publication

Real Estate bulletin - March 2024

Below are summaries of key developments in the real estate sector for March.

Registered overseas entity – redefined

We look at some of the changes the Economic Crime and Corporate Transparency Act 2023 has made to the register of overseas entities (ROE) regime.

29 February 2024 Publication

Building Safety Update: some key changes coming up

We look at key changes in the building control regime due to come into force on 6 April 2024.

31 January 2024 Publication

Contractual controls on land – consultation

From 2026 the government plans to capture details about agreements such as options, conditional contracts and pre-emption rights related to development of land.

15 January 2024 Publication

We consider the decision in Bellway v Surgo

In Bellway v Surgo, the court considered enforcement of a true value adjudication award where a "smash and grab" had been rejected.

18 December 2023 Publication

Biodiversity Net Gain

Draft statutory instruments and guidance published.

31 October 2023 Publication

Real Estate bulletin - October 2023

Below are summaries of key developments in the real estate sector for October.

29 September 2023 Publication

Real Estate bulletin - September 2023

Below are summaries of key developments in the real estate sector for September.

31 August 2023 Publication

Real Estate bulletin - August 2023

Below are summaries of key developments in the real estate sector for August.

Liquidators challenge grant of 999 year leases

999 year leases declared void where grant was not in good faith and not done to promote success of landlord company.

26 June 2023 Publication

Non-refundable deposits - what’s the problem?

A look at issues in relation to non-refundable deposits

04 April 2023 Publication

April 2023: Building Safety Update

Further BSA sections and regulations coming into force, and focus on manufacturers.

26 January 2023 Publication

January 2023 Building Safety update

We look at a decision of the FTT, making what we believe to be the first RCO under new powers to enforce remediation granted by the Building Safety Act 2022.

15 December 2022 Publication

December Building Safety Update: consultations

The Government has announced a consultation on the Building Safety Levy.

30 November 2022 Publication

Consultation – Building Safety Levy

The government has launched a consultation seeking views on the design and implementation of the Building Safety Levy.

13 October 2022 Publication

First legal action to force remediation of defects

Recent government announcement that the government will use its new powers to compel remediation works.

07 September 2022 Publication

September 2022 Building Safety Act update

Building Industry Scheme and development and building control prohibition sections brought into force.

This website uses cookies and other similar technologies to ensure you get the best experience on our website. Please review our cookie policy and our data protection privacy notice for more information on how the data that is collected is used.

• {{lL.name }} {{lL.languageCode | uppercase}}
• Skip to main navigation
• Skip to content
• Skip to footer

0"> {{suggestionHead.categoryName}}

Damages for landlord’s unreasonable withholding of consent to assignment.

The recent High Court judgment  Reid v Estreich [2022] NZHC 1433 is an interesting case in that it analyses the damages that may be claimed as a consequence of a landlord’s unreasonable withholding of consent to assignment of lease.

Reid v Estreich involved a leasehold interest of rural land, pursuant to a 999-year lease with a nominal rental, which was owned by a Geraldine and Brandon Reid (tenants). Given the tenure of the lease, the interest was ‘all but equivalent to a fee simple interest.’ The freehold was owned by a Mr Estreich (landlord).

In 2021, the tenants decided to sell their leasehold interest to their son and daughter-in-law (assignees). It appears there was a preliminary exchange between the tenants and landlord in which the landlord offered to sell the fee simple to the tenants. However, the tenants told the landlord they were not interested in buying, the freehold and entered into an agreement for sale and purchase of the leasehold, with the assignees as purchasers, on 8 September 2021. The purchase price was NZ$400,000.

Two weeks later, on 22 September 2021, the tenants gave the landlord formal notice of their wish to assign the lease. This was accompanied by consent documents.

There was no immediate response from the landlord. Then, on 1 October 2021, the landlord sent the tenants’ solicitor an email saying “I appreciate you getting in touch in regard to the lease, transfer at 6224 State Highway 1 but at this stage it is, no benefit for myself to transfer the lease over to Mr, & Mrs Reid’s children. I have intentions of retiring and building a small, two-bedroom unit on my land in the near future if, this cannot be resolved. Would you like to refer to my email on the 12th, August 2021 that I will relinquish the freehold title to, Mr and Mrs Reid’s family for the sum of NZ$100,000. The, other option would be for Mr and Mr’s [sic] Reid to let, them purchase their dwelling for a reasonable offer. Please can you inform Mr & Mrs Reid I will not be, signing the attached document, I am open to further, discussion once you have spoken to your clients. [sic]”

On 18 October 2021, the assignees received a bank loan offer of NZ$400,000 at an interest rate of 3.45% per annum. The offer fixed the rate for 60 days on the basis that the interest rate would change if the loan was not drawn down by 17 December 2021. The assignees accepted the offer on 1 November 2021.

The next day, the tenant’s solicitor sent another consent form to the landlord and told him that settlement was scheduled for 5 November 2021. The solicitor also pointed out to the landlord that there would be costs associated with the delay and that the plaintiffs would seek to recover these from him should his consent not be given in time for settlement. The consent form was re-supplied to him by email the following day with the same warning. On 4 November 2021, the landlord replied saying that he would not unreasonably or arbitrarily withhold his approval of the transfer of the lease but he wanted to take appropriate legal advice.

On 15 November 2021, the tenants’ solicitor notified the landlord that an application would be made to the High Court for a declaration that his failure to grant consent was unreasonable.

On 22 November 2021, the landlord sent a text to the tenants’ lawyer saying ‘… I am not happy with the way to properties kept [sic] so you will hear from my lawyers shortly’. As there had been no further communication from or on behalf of the landlord, the assignees did not draw down the bank loan and the loan offer expired on 17 December 2021.

The proceeding

The tenants and assignees (plaintiffs) filed a claim in the court on 12 January 2022 for an urgent determination as to whether the landlord had unreasonably withheld consent. The reason for the urgency was that the assignees wanted to take advantage of a new loan offer before it expired.

The plaintiffs’ solicitor appeared before the Judge on 17 January 2022 at which time, the landlord had not given any reason for withholding consent except the suggestion that the property had not been kept in good repair. Later that day the landlord participated in a judicial telephone conference and confirmed he would send a text or email to the tenants that afternoon providing consent. Despite this undertaking, no such written consent was provided by the landlord.

The next day, however, on the basis of what was regarded as the landlord’s oral consent to the assignment, the assignee accepted a new finance offer (at an interest rate of 4.19% per annum) and the assignment of the lease was settled on 21 January 2022.

The plaintiffs jointly sought from the High Court a declaration and damages by default on formal proof. The High Court, adopted the applicable legal principles that were summarised by the High Court in Louis Vuitton NZ Ltd v Prince’s Wharf Property , Fund Limited HC Auckland CIV-2004-404-3401, 17 September 2004. It is unreasonable, for a lessor to refuse consent if the grounds do not reasonably relate to the covenant. The landlord said he was unhappy about the state in which the property was kept but he did not provide any evidence of that. The Court also observed that nothing in the assignment would change the landlord’s enjoyment of the freehold interest.

Although the Judge quickly came to the, conclusion that the landlord was in default, for failing to provide its consent, he was, ‘less sure about the claim for damages.’

Section 228 of the Property Law Act 2007 (Act) provides that damages may be recovered from a lessor if consent is unreasonably withheld. The assignees say that because of the delay, the mortgage rate they were required to pay to the Bank on the loan of NZ$400,000 to fund the purchase increased from 3.45% per annum to 4.19% per annum for the first two years of the mortgage. They accordingly sought a total award of NZ$5,920 plus interest.

Section 228(2)(b) of the Act extends the right to damages to parties having no contractual relationship with the lessor as they extend to ‘any assignee, sub-lessee, mortgagee, or person in possession of the leased premises. Because of this, the plaintiffs submitted that an assessment of damages should be based on the principles of remoteness applying in tort. The Judge contemplated whether Parliament intended a legislative intention to invoke considerations of tortious principles of remoteness into the causative element of the remedy. But concluded that to treat the enquiry into damages as one resting on principles of law that do not squarely fit into the legislative context is not justified.

However, the Judge noted that the damages available under s 228 of the Act are available to compensate the claimant “for any loss suffered because of [the] failure by the lessor to comply” with its obligation to not unreasonably withhold consent. He considered that, bearing in mind the simplicity of the statutory language and in the absence of any legislative guidance, the assessment of damages should be addressed as a relatively straightforward exercise of determining causation on the evidence available to the Court. In other words, the question is whether the claimant has proved on the balance of probabilities that they would not have suffered the losses if it was not for the lessor’s unreasonable failure or delay in providing consent.

The Judge opined that the solicitor’s email to the landlord of 2 November 2021, which mentioned ‘costs associated with the delay’, might fall short of putting the landlord on notice that he would be held liable to the assignees for increased borrowing costs. However, he held that the foreseeability of such losses ‘is not a relevant consideration’, and was satisfied, on the balance of probabilities, that the additional interest costs payable by the assignees would not have been suffered had the landlord consented to the assignment within a reasonable timeframe. He accordingly awarded the assignees damages in the sum of NZ$5,920 as claimed.

It appears that the landlord’s motivation for his actions was to try and achieve his preference that the tenants buy out his freehold interest. He had no material grounds for withholding consent. In a case such as this, where there is no merit in the landlord’s position, a pragmatic approach may have been for the tenant and assignee to complete their settlement with or without the landlord’s consent given that such transaction would have, been effective. Taking the matter to the High Court certainly seemed excessive for the small quantum of damages claimed.

Originally published in Volume 23, issue 2 of the Property Lawyer Magazine. Republished with permission.

Leaving Site

You will now be taken from the Dentons in New Zealand website to the $redirectingsite website. To proceed, please click Accept.

Unsolicited emails and other information sent to Dentons will not be considered confidential, may be disclosed to others, may not receive a response, and do not create a lawyer-client relationship. If you are not already a client of Dentons, please do not send us any confidential information.

Redirection

You are switching to another language. Please click Confirm below to continue.

• Practical Law

Reasonableness of withholding consent to assign

Practical law uk legal update 8-384-3249  (approx. 5 pages), get full access to this document with a free trial.

Try free and see for yourself how Practical Law resources can improve productivity, efficiency and response times.

About Practical Law

This document is from Thomson Reuters Practical Law, the legal know-how that goes beyond primary law and traditional legal research to give lawyers a better starting point. We provide standard documents, checklists, legal updates, how-to guides, and more.

650+ full-time experienced lawyer editors globally create and maintain timely, reliable and accurate resources across all major practice areas.

83% of customers are highly satisfied with Practical Law and would recommend to a colleague.

81% of customers agree that Practical Law saves them time.

• Assignments, Variations, Surrenders and Termination: Land and Buildings

• Bahasa Indonesia
• Eastern Europe
• Moscow Oblast

Elektrostal

Elektrostal Localisation : Country Russia , Oblast Moscow Oblast . Available Information : Geographical coordinates , Population, Area, Altitude, Weather and Hotel . Nearby cities and villages : Noginsk , Pavlovsky Posad and Staraya Kupavna .

Information

Find all the information of Elektrostal or click on the section of your choice in the left menu.

• Update data

Elektrostal Demography

Information on the people and the population of Elektrostal.

Elektrostal Geography

Geographic Information regarding City of Elektrostal .

Elektrostal Distance

Distance (in kilometers) between Elektrostal and the biggest cities of Russia.

Elektrostal Map

Locate simply the city of Elektrostal through the card, map and satellite image of the city.

Elektrostal Nearby cities and villages

Elektrostal weather.

Weather forecast for the next coming days and current time of Elektrostal.

Elektrostal Sunrise and sunset

Find below the times of sunrise and sunset calculated 7 days to Elektrostal.

Elektrostal Hotel

Our team has selected for you a list of hotel in Elektrostal classified by value for money. Book your hotel room at the best price.

Elektrostal Nearby

Below is a list of activities and point of interest in Elektrostal and its surroundings.

Elektrostal Page

• Information /Russian-Federation--Moscow-Oblast--Elektrostal#info
• Demography /Russian-Federation--Moscow-Oblast--Elektrostal#demo
• Geography /Russian-Federation--Moscow-Oblast--Elektrostal#geo
• Distance /Russian-Federation--Moscow-Oblast--Elektrostal#dist1
• Map /Russian-Federation--Moscow-Oblast--Elektrostal#map
• Nearby cities and villages /Russian-Federation--Moscow-Oblast--Elektrostal#dist2
• Weather /Russian-Federation--Moscow-Oblast--Elektrostal#weather
• Sunrise and sunset /Russian-Federation--Moscow-Oblast--Elektrostal#sun
• Hotel /Russian-Federation--Moscow-Oblast--Elektrostal#hotel
• Nearby /Russian-Federation--Moscow-Oblast--Elektrostal#around
• Page /Russian-Federation--Moscow-Oblast--Elektrostal#page
• Terms of Use
• Copyright © 2024 DB-City - All rights reserved
• Change Ad Consent Do not sell my data

Current time by city

For example, New York

Current time by country

For example, Japan

Time difference

For example, London

For example, Dubai

Coordinates

For example, Hong Kong

For example, Delhi

For example, Sydney

Geographic coordinates of Elektrostal, Moscow Oblast, Russia

City coordinates

Coordinates of Elektrostal in decimal degrees

Coordinates of elektrostal in degrees and decimal minutes, utm coordinates of elektrostal, geographic coordinate systems.

WGS 84 coordinate reference system is the latest revision of the World Geodetic System, which is used in mapping and navigation, including GPS satellite navigation system (the Global Positioning System).

Geographic coordinates (latitude and longitude) define a position on the Earth’s surface. Coordinates are angular units. The canonical form of latitude and longitude representation uses degrees (°), minutes (′), and seconds (″). GPS systems widely use coordinates in degrees and decimal minutes, or in decimal degrees.

Latitude varies from −90° to 90°. The latitude of the Equator is 0°; the latitude of the South Pole is −90°; the latitude of the North Pole is 90°. Positive latitude values correspond to the geographic locations north of the Equator (abbrev. N). Negative latitude values correspond to the geographic locations south of the Equator (abbrev. S).

Longitude is counted from the prime meridian ( IERS Reference Meridian for WGS 84) and varies from −180° to 180°. Positive longitude values correspond to the geographic locations east of the prime meridian (abbrev. E). Negative longitude values correspond to the geographic locations west of the prime meridian (abbrev. W).

UTM or Universal Transverse Mercator coordinate system divides the Earth’s surface into 60 longitudinal zones. The coordinates of a location within each zone are defined as a planar coordinate pair related to the intersection of the equator and the zone’s central meridian, and measured in meters.

Elevation above sea level is a measure of a geographic location’s height. We are using the global digital elevation model GTOPO30 .

Elektrostal , Moscow Oblast, Russia

An official website of the United States government.

Here’s how you know

The .gov means it’s official. Federal government websites often end in .gov or .mil. Before sharing sensitive information, make sure you’re on a federal government site.

The site is secure. The https:// ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely.

Occupational Safety and Health Administration

• 中文（简体） (Chinese-Simplified)
• 繁體中文 (Chinese-Traditional)
• Kreyòl ayisyen (Haitian Creole)
• 한국어 (Korean)
• Español (Spanish)
• Filipino/Tagalog
• Tiếng Việt (Vietnamese)
• Federal Registers
• Hazard Communication Standard; Final Rule
• Publication Date: 05/20/2024
• Publication Type: Final Rule
• Fed Register #: 89:44144-44461
• Standard Number: 1910.1200
• Title: Hazard Communication Standard; Final Rule