Landlord's statutory duties on an application for consent to assign (LTA 1988, ss.1 and 4)
Bluewater Coffee Ltd holds a ten-year lease of a café in Bath. The lease contains a covenant not to assign the whole without the landlord's consent, such consent not to be unreasonably withheld. On 1 June 2026 Bluewater sent the landlord, Halcyon Estates Ltd, a written application for consent to assign to a well-established restaurant chain, with full references and accounts. Halcyon did not respond for ten weeks and then told Bluewater by telephone that consent was refused, without giving any reasons. Meanwhile the proposed assignee withdrew.
Which of the following best describes Bluewater's position?
Choose one answer to see the reasoning.
Worked answer
Correct answer A: Halcyon had to consent within a reasonable time unless it was reasonable not to, and give written notice of its decision with reasons; it must prove it acted reasonably, and Bluewater may claim damages.
THE RULE TO REMEMBER
On a written application under a qualified alienation covenant, the landlord must within a reasonable time decide and give written reasons, bears the burden of proving reasonableness, and is liable in damages for breach.
Landlord's statutory duties on an application for consent to assign (LTA 1988, ss.1 and 4)
Section 1 of the Landlord and Tenant Act 1988 applies where a lease contains a covenant against assignment without consent that is qualified so that consent is not to be unreasonably withheld. Once the tenant serves a written application, s.1(3) requires the landlord, within a reasonable time, to give consent unless it is reasonable not to, and to serve written notice of its decision, stating any conditions or, if consent is withheld, the reasons. Under s.1(6) the burden is on the landlord to show it acted within a reasonable time and that any refusal was reasonable. Halcyon delayed ten weeks despite a complete application, and gave its refusal orally and without reasons. It is therefore in breach of its statutory duty. Section 4 makes a breach actionable in tort as a breach of statutory duty, so Bluewater may claim damages, including for the lost assignment.
Why B is wrong: Section 1(3)(b)(ii) requires written reasons for withholding consent, whatever the lease says.
Why C is wrong: Section 1(6) puts the burden of proof on the landlord, and s.4 gives a damages claim in addition to any declaration.
Why D is wrong: The Act sets no 28-day deemed-consent rule; the duty is to act within a reasonable time.
Why E is wrong: The Act requires a written application served on the landlord; it does not require recorded delivery, and the landlord's reply must be in writing.
A little more practice done.
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