5.3 Commercial Lease: Alienation Flashcards
(49 cards)
Why is it unfair for L to be able to refuse to assign if assignee of same group
Prevents legit corporate restructuring otherwise than for insolvency
Why is unfair in lease to state cannot UL only part
Reduces T’s flexibility in finding assignee
Why is unfair for a condition of consent to A to be RD ALWAYS given when assigning to company within group
May be required when assignor didn’t have to
Why is it unfair to require in lease that L can refuse UL if UT of same group
Prevents legit corporate restructuring otherwise than for insolvency
19(1)(a) LTA ‘27 does what
Upgrades QC to FQC
What provision specifically applies to assignment, allowing L to state conditions of assignment in lease which are then automatically reasonable
19(1A) LTA ‘27
Why is it reasonable for L to state as a circumstance of refusal that assignee’s ability to comply w/ covenants measured by ref to CT’s financial strength
Backs up any AGA given
Why is it unfair to state as a circumstance of refusal that assignee’s ability to comply w/ covenants measured by ref to CT’s financial strength + guarantor + security
Too onerous - essentially never able to assign
How to redraft circumstance of refusal if assignee of same group
Permit assignment to member of same group
What should rent NOT be under UL
Full rack rental value
How to limit condition of consent re: AGA, guarantor AND rent deposit
AGA + EITHER G or RD
What case said that preconditions to UL are mandatory, so failure to comply = L need not even consider app
Crestfort v Tesco
Why is LtUL used
For L to have direct covenant w/ UT
What is a ‘reasonable time’ to reply to request for consent to alienate
28 days from sufficient info
Why is it an unfair circumstance for refusing assignment that L can refuse if ANY sums outstanding
Some sums may be withheld legitimately
International Drilling key
T-L relationship
Why is it unfair in lease to require UL to contract out of ‘54 Act
Makes UL less attractive
1 LTA ‘88 does what
Ensures that, if FQC for alienation (upgraded or not), cannot unreasonably delay consent
What case showed that if L has reasonable belief assignee/UT will breach T covenant, can be reasonable to refuse alienation request
Ashworth Frazer v Gloucestershire CC
If the covenant for A or UL is a QC, what two provisions have effect
19(1)(a) LTA ‘27 and 1 LTA ‘88
Why is it unfair for L to require that a rent deposit/guarantor be obtained for UT if UT has good financials
Unreasonable under International Drilling
What case tells us ‘reasonable time’ for 1 LTA ‘88 is 28 days from sufficient info
Dong Bang Minerva
If rent deposit is limit to e.g. 1/4 of annual rent, what should you check
That any increase in the deposit in line w/ yearly rent at RR is similarly restricted
What should you ensure if RD is condition of consent to A + company within same group
Only giving RD if assignor gave deposit
