Commercial Office Lease Review Checklist for England Before You Sign

The agent’s one-pager is not the lease. Review starts at the dated heads of terms and the latest full repairing draft. Freeze that packet — the exact file set that will be signed — name the 1954 Act position, limit repair with a schedule of condition, and test whether the year-3 break can actually be used.

In August 2026, Felix — founder, first England office — has signed subject to contract heads: five years, tenant break at year three, “FRI,” “contracted out of the 1954 Act.” He tells the team it is like a longer flat tenancy. The landlord’s solicitor then sends a full repairing draft with no schedule of condition. The agent wants the statutory declaration this week so they can complete Friday. Typical mistake: treating the heads as the deal.

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

Why is this not an AST — and what do rent review, FRI, and the 1954 Act change?

This is a commercial lease in England, not an assured shorthold tenancy. For a flat, open the residential tenancy checklist. Here you are looking at rent review, an FRI covenant — full repairing and insuring, the costs that shift to the tenant — and Part II of the 1954 Act.

Part II of the Landlord and Tenant Act 1954 gives a qualifying business tenant in England and Wales a right to renew unless the parties contract out. Scotland and Northern Ireland do not share this regime. If contracted out, finish warning notice, declaration, and endorsement before you are bound — Myerson. Do not sign a declaration you have not read. The Law Commission consultation (16 June–16 September 2026) is not today’s process. FRI can mean putting the space into better repair than day one (LegalVision) unless a photographic schedule of condition is attached. The 2026 upwards-only ban has Royal Assent (29 April 2026); most of it is not in force until 2027 or later (Stephenson Harwood).

• Do: name 1954 inside or outside in writing; diary the warning and declaration dates.
• Do not: treat this as a longer AST.

What should heads of terms lock before the lease draft arrives?

Heads of terms are the commercial framework. They are usually marked subject to contract and are not the lease. Parties look back to them when the draft arrives — gaps are hard to undo. Diff the one-pager against the latest draft before anyone books Friday.

The RICS Code for Leasing Business Premises (England and Wales, 1st ed., in force 1 September 2020 — still the live Code) tells RICS members to record vacant-possession lettings in written heads covering 16 aspects, including 1954 status, break, and repair. Field Seymour Parkes (21 July 2026) adds whether a schedule of condition will limit FRI. GoodLaw (2026): later used as evidence of intention. Freeze the files the way the contract packet guide describes. Then diff.

• Do: mark subject to contract and reopen any gap the draft made worse.
• Do not: treat the agent’s one-pager as the risk allocation.

How do you limit repair, the schedule of condition, and service charge?

FRI is a cost, not a tidy-up label. Without a photographic schedule of condition attached to the lease, the tenant can be billed at expiry for disrepair that was already there on day one. Commission a chartered surveyor before you are bound.

For example, Boyes Turner treat a schedule of condition — an exhibit — an attached photographic record — as the usual limiter. The Dilapidations Protocol applies to commercial property in England and Wales. The RICS Service Charge Standard (2nd ed., in force 31 December 2025) cannot override a wide lease clause. A cap is a negotiated term, not a RICS ceiling.

• Do: attach a surveyor schedule of condition and ask for a service-charge cap.
• Do not: assume FRI means keep the space tidy.

Which break conditions void the year-3 exit?

A year-3 “break” is not flexibility if you cannot operate it. Who can break, on which date, how much notice, and how notice must be served — email may fail. Then read every condition. Strict compliance is the rule.

GoodLaw records unpaid default interest of £130 — never demanded — invalidating a break and leaving £337,500 remaining rent. Katten: “no breach of any covenant” is the widest landlord ask. Vacant possession in Capitol Park Leeds (Court of Appeal, 2021) means free of people, chattels, and third-party legal interests — not a hidden full-repair test. In practice, leftover furniture can still kill the break.

• Do: confine the payment condition to principal rent and diary notice form and service.
• Do not: treat a year-3 break with “all sums” plus material compliance as an exit.

What does alienation allow — assignment, underletting, sharing?

Alienation is who else may occupy. If a sister company needs a desk, the clause must say so now. Felix’s draft allows assignment of the whole only with an authorised guarantee agreement — AGA, you stay on the hook for the immediate assignee — and no group sharing.

For post-1995 commercial tenancies the lease may pre-agree refusal conditions — often an AGA — see the 1995 Act. LegalVision: sharing is often licence-only and limited to group companies. An absolute bar on a five-year term is an escalate.

• Do: log assignment of the whole versus part, underletting, group sharing, and any AGA.
• Do not: assume you can assign if you grow or fail.

When do you instruct a surveyor and a solicitor?

A first-pass — a machine pass that extracts those headings — can highlight clauses. It does not replace a building surveyor or a commercial property solicitor. Escalate High flags — high-severity items — to those two humans. Counsel means a qualified lawyer, not a chatbot.

Surveyor: condition, schedule, service charge. Solicitor: 1954 procedure, break, alienation. Success bar: a one-page log and one clause that would pause completion — plus why you did not treat the heads as the lease. Pause Friday: FRI, contracted out, year-3 break with vacant possession plus all sums plus material compliance, no schedule of condition, plus a statutory-declaration request this week. Workflow: HoT (subject to contract) → freeze draft + plans → 1954 process → FRI + SoC → break test → alienation → surveyor + solicitor → keep/narrow/escalate.

• Do: highlight one High sentence, then keep, narrow, or escalate.
• Do not: tell the team the draft is fine because a tool ran.