How to Review a Commercial Lease Rent Review Clause in England

Kenver is about to sign because the agent treats open market, RPI, and CPI as one machine, and treats a late counter-notice as harmless. Mark whether this review is open market or index, whether the rent can fall or only rise, whether a cap or a collar changes that figure, and who may trigger the review and send it to an expert, then narrow the clause or walk. The 8 October email is not clause 6.

In October 2026 Kenver, ops at Dart Mill Press Ltd, reads the draft from the bench in a ten-person sketchbook workshop in Totnes. Landlord Dart Works Limited holds Unit 3, Dart Works. English law applies in the courts of England and Wales. This is a field how-to from that bench, reading one rent review clause, not a tour of the lease and not a tour of the review tool.

The 8 October 2026 email says the Act has already struck the higher-of words, the cap covers every limb, and section 34 ignores the fitting-out. The 17 March 2026 date in Schedule 7B is a condition for some renewal arrangements. It is not the day every upwards-only rent review in England became void. Schedule 7A was inserted on 29 April 2026 for specified purposes only, and section 100 is not in the two-month commencement list.

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

How to compare an open market review with an index review?

Open market rent is what the unit would let for on the review date. An index review multiplies passing rent by a published index. Clause 6.1 takes the higher of both, plus the rent already passing. Heads dated 18 September 2026, subject to contract, asked for open market only, either party to start, and the President of RICS. Do not run a ratio.

Open the packet — the exact file set that will be signed — before the email. Passing rent is £28,800 a year, £7,200 a quarter. That quarter is not a reviewed rent. Clause 6.2 names the Retail Prices Index, not CPI, with no dataset code and no replacement sentence.

The Office for National Statistics says RPI includes mortgage interest and council tax. CPI does not. Policy, in a December 2023 note, points at February 2030, to bring CPIH methods into RPI. Do not treat 2030 as a rent, and do not say RPI is already CPI.

Can the rent fall under this upwards-only wording?

Clause 6.1 takes the higher of three limbs, so the rent cannot fall below the passing rent. Upwards-only wording can leave the rent above a new letting. The heads asked for a review that can fall.

Royal Assent was 29 April 2026. Section 100 inserts that schedule for specified purposes only. Schedule 7A paragraph 9 stops a new passing rent above the reference amount, once in force for that purpose. Section 108(5) does not list section 100. Do not invent an appointed day. Do not print 2027.

Commencement No. 1, SI 2026/656 (18 June 2026) does not start section 100. SI 2026/812 (15 July 2026) does not start it either. This packet is a new grant, not a renewal. Negotiate the two-way sentence. Do not delete the higher-of words in the retelling.

How to review a cap and a collar before signing

The 2% floor and the 5% ceiling sit inside clause 6.2, as a compound yearly collar and cap on Indexed Rent only. They do not sit on open market rent. A higher open market limb ignores the cap. A flat or falling index can still be lifted by the collar.

RICS paragraph 4.3 says an index formula should not beat the index or sit outside agreed caps and collars. The heads agreed neither. The collar is hidden in the definition. Do not treat 5% as a ceiling on open market rent. Do not run those rates on £28,800. A service-charge cap is a different clause. A software uplift is a different paper.

Which assumptions and disregards does clause 6.3 print?

Clause 6.3 assumes willing parties, vacant possession, ten years from the review date, a unit fit for use, covenants complied with, and no rent-free period. It disregards occupation only. Goodwill and improvements are silent. Section 34 does not write itself into this review.

Five years of the term would remain on 1 December 2031, but the assumption is a fresh ten years. No rent-free period is a headline rent. RICS paragraph 4.3 says a headline rent should be express, for example for an inducement. The heads did not agree it, and they disregarded fitting-out. Vacant possession here is not a break. See the break clause review, and do not import it into clause 6.3.

Section 34 is a court renewal rent. Subsection (5) from 7 April 2026 is a code-rights carve-out, not this review. The £14,000 quote of 2 October 2026 is works, not rent. Do not treat the paper store as a qualifying improvement. Covenants complied with is not a repair finding. See the full repairing and insuring review.

Who may trigger the review and send it to an expert?

Only the landlord may serve the rent notice, from twelve to six months before 1 December 2031. Silence for 21 days deems that figure the rent. The landlord appoints the expert. The tenant cannot apply to the President of RICS.

In practice those 21 days can set the rent. United Scientific (1978) presumes the timetable is not of the essence unless the lease shows the contrary. Starmark (2001) holds that a deeming counter-notice makes time of the essence, and a late notice is void. Diary the 21 days.

Section 6 is an agreement to arbitrate, and it does not apply here. Section 69 is an appeal from an award, not this expert path. The February 2014 RICS note says an expert uses their own knowledge. Clause 6.5 has no reasons and no manifest-error clause. Either party should be able to start, and paragraph 4 of Schedule 7A is not a power this week. Do not call the appointee already void.

Red flag checklist before you trust the email

The 8 October email treats the Act as if it had struck the higher-of words, treats RPI as CPI, treats the cap as a ceiling on every limb, and treats silence as harmless. Verify each line before you sign.

• Higher of three limbs, not a two-way open market.
• RPI is named. CPI is not. No replacement sentence.
• Cap and collar on the index limb only.
• Landlord trigger, 21-day deeming, landlord-appointed expert.

The whole lease is a different pass. Use the office lease checklist when the question is the whole lease. Do not turn £14,000 into a terminal claim. Yield-up sits in the yield-up review. England and Wales, not Scotland, and not a residential tenancy.

First-pass log: narrow the clause or walk

Kenver writes one log that marks open market against index, whether the rent can fall or only rise, whether the cap or the collar changes that figure, who may trigger the review, and whether the dispute goes to an expert the landlord alone appoints, then narrows the clause or walks before Friday 16 October 2026. The workflow is heads → clause 6 → one log → narrow or walk. Do not sign this draft, and do not treat the email as a deletion of clause 6.1.

Write any collar on the limb it binds. A first-pass — a machine reading that extracts clauses before a person reads every page — can mark the limbs. Use document analysis and the commercial lease review tool. The tool is not the decision. Narrow the clause or walk.