How to Review Commercial Lease Alienation and Consent to Assign in England

Tegwen is about to complete an assignment on Friday because the agent treats three dealings as one alienation. The job, how to review commercial lease alienation consent to assign england, is to mark assignment, underletting, and sharing possession as different dealings, then mark each covenant as absolute or qualified, and check whether the 1927 Act and the 1988 Act consent duties apply, before you narrow the clause or walk.

In October 2026 Tegwen, ops at an eight-person wallpaper workshop in Frome, reads clause 4 of the lease of 14 Paul Street. She wants to assign the whole to a buyer that would run a cafe, and the agent also tells her to put a sister company in the back bay under a paper headed licence. The written application of 18 September 2026 has no written answer. The agent wants the assignment completed on Friday 16 October 2026. The hidden risk is a costly mistake under pressure: absolute discretion is treated as a free refusal, and twenty-eight days of silence are treated as consent for a half-owned sister.

This is a field how-to from the print bench in Frome, reading one alienation clause in one England business lease, not a vendor contract and not a tour of the whole lease. The Landlord and Tenant Act 1988 does not treat a landlord's silence as consent. Section 1(3) requires a written decision within a reasonable time after a written application, and the Act states no period of twenty-eight days. Section 4 makes a breach of that duty a claim for breach of statutory duty.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

How to mark assignment, underletting, and sharing possession as different dealings

Write three rows before the 8 October Slack. Frome Retail Ltd is an assignment of the whole under clause 4.2. The back bay is part. Selwood Colour Ltd is not that assignment. An underlease leaves Vallis Press Ltd as tenant. Sharing occupation is a third set of words.

Open the packet — this lease and the letters clipped to it. Orchard Yard Ltd let the ground floor and basement at 14 Paul Street from 1 June 2022 to 31 May 2032 at £24,000 a year, quarterly in advance. Permitted Use is the printing and retail sale of hand-blocked wallpaper and ancillary goods. English law. Courts of England and Wales. In Akici, sharing occupation is not, by itself, parting with possession. Do not clear the back bay. The paper shows exclusive possession, the blocker's own lock, £400 a month, and one year from 1 September 2026. Do not decide if it is a tenancy. A share sale sits on the vendor assignment checklist, not in clause 4.

Which covenant is absolute and which is qualified

Clause 4.1 has no consent words. It is an absolute bar on part, including sharing occupation of part. The 1927 proviso and the 1988 duty attach to a covenant without consent. They do not turn clause 4.1 into a consent covenant. Sharing occupation is absent from that list.

Clause 4.2 is fully qualified for Frome Retail Ltd: consent not to be unreasonably withheld. Clause 4.4 still says without consent, then adds absolute discretion. Section 19(1) adds the proviso notwithstanding any express provision to the contrary. The typical mistake is a free refusal. Section 1 does not force a yes to the back bay. Charging the whole is absent from this extract.

Compare the 1927 Act proviso with listed assignment circumstances

Section 19(1) is the reasonableness standard on a consent covenant. Section 19(1A) limits the 1988 Act duty to an assignment on a qualifying lease, and only where the circumstance exists. Section 1(6) puts the burden on the landlord.

Dated 1 June 2022, after 1 January 1996 under section 1 of the 1995 Act, with no pre-1996 agreement in the packet and no single private residence, this is a new tenancy and a qualifying lease on those facts. Do not say every commercial lease is one. The insertion speaks of an assignment, so clause 4.3 does not decide an underlet. For example, rent due 29 September 2026 was paid on 1 October 2026. Leave financial standing open. Do not decide the cafe. Ashworth Frazer is colour, not a finding. Do not invent interest or a costs figure.

How to review a written application before you treat silence as consent

The 18 September 2026 letter asks only to assign the whole. By 11 October there is no written decision. Silence is not consent. Do not complete on Friday. Go West says missing written reasons are not a later justification. Do not invent reasons, and do not decide if a reasonable time has ended. Friday is twenty-eight days later only on a calendar. Section 4 is a claim, not permission to complete. In practice, leave it uncompleted. Section 11 stops a section 5 release if the assignment is in breach. An authorised guarantee is a different review. A forfeiture fight is a different paper.

Red flag checklist before you treat a heading or a share count as permission

Use this red flag checklist before you treat the heading or the share count as permission. The September rent is paid, so the two-day delay is not circumstance (a).

• Sale, back bay, and Selwood Colour Ltd are three dealings.
• Clause 4.1 is absolute on part. Clause 4.4 still needs consent.
• Clause 4.3 is assignment only. There is no written decision.
• Fifty of 100 votes are not a majority. The back bay is outside clause 4.5.

Under section 1159, fifty of 100 voting shares are not a majority, and the packet shows no board right and no voting agreement. Clause 4.5 reaches sharing of the whole only. The RICS Code (February 2020), paragraphs 6.1, 6.3, 6.4, and 6.6, is guidance. It does not rewrite this lease, and paragraph 6.2's guarantee is not in clause 4.

What a first-pass checklist requires before signing a licence or walking

Before Friday 16 October 2026, narrow by deed, wait for a written decision, or walk. Do not assign to Frome Retail Ltd on these words, and do not put the blocker in the back bay on the heading.

A first-pass is the first machine pass that extracts clauses before a human reads every page. Tegwen writes six marks on one page, then narrows the clause or walks. Clause 4.4 still says without consent, so the proviso applies notwithstanding absolute discretion.

Workflow: three dealings → absolute or qualified → 1927 and 1988 duties → narrow, wait, or walk. Negotiate by deed if they need the back bay. Escalate the open rows. In practice, verify the six marks. The wider office lease is a separate office lease checklist. Use document analysis and the commercial lease review tool as a first look. You still choose the line.