Post on 01-Jan-2016
Jennifer Slade
The Parties
Habendum and Reddendum
The Parcels clause
The Landlord Check title▪ Bell v General Accident
The Tenant Parents and subsidiaries▪ Widget Ltd▪ Widget (Holdings) Ltd▪ Widget (UK) Ltd ▪ Widget plc
The Guarantor/Surety Note: short-term security for L
– a rent deposit Consider for▪Newly incorporated company▪ Subsidiary▪ Foreign company
Drafting▪ If L “gives time” in binding way, G will be
released – so “g/tee to apply notwithstanding any time or indulgence granted by L to T… nor any neglect in enforcing the payment of rent and other covenants”
▪ Variations to lease discharge G – if material and unless overridden in the lease or consented to by G
▪ [ NB for former tenants - s18 LT(C)A 1995/Friends Provident – G not liable for increased amounts resulting from variation to lease that L could have refused (e.g. user widened increasing rent at review)]
▪ T/G should argue for express provision re: variations
▪ Disclaimer – see Hindcastle
▪ Statutory continuation – liability of G does not continue during holding over under LTA 1954, unless provided for in lease.
▪ L will want T’s covenant to provide replacement G – e.g. if G becomes insolvent
▪ Assignment issues
▪ Providing G may be condition of assignment▪ G may want to be able to call for an assignment if T
defaults▪ In old lease G of OT may be on the hook for the term▪ In new lease, if T assigns and enters into an AGA,
what is the position for the G of T – still on the hook?
▪ Advice to guarantor on drafting
Demise and Rent Term
Certainty Rent Commencement Date, Term
Commencement Date, Date of Grant
SDLT implications▪ When does a lease start for SDLT?
(note effect of 5-year rent review rules)
Break clauses Rationale for L and T Time of the essence – note possible influence of
coincident rent review Notice procedure – note interaction for L’s break
with LTA 1954 for tenancies within the Act Mannai v Eagle Star▪ Notice referred to 12 January instead of 13
January Conditional on compliance with covenants▪ T must comply strictly – so T to try to negotiate
out conditions? (use of “reasonable”/”material” can create uncertainty)
Lease of whole/external demiseLease of part/internal demise Plans – note HMLR guidanceBoundaries and eggshellsRights and reservations