Skip to main content
Book a call — £89
Menu

Landlord Consent Disputes UK: Your Rights Explained

We're not a law firm — we help you find the right legal support. For advice on your situation, speak to a legal adviser or find a solicitor.

Part ofProperty Disputes

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Disagreements between landlords and tenants over consent are among the most common flashpoints in commercial property. Whether you want to pass your lease to another business, take in a subtenant, change what the premises are used for, or make physical changes to the building, the lease will usually require you to ask the landlord first. The landlord, in turn, has duties about how they respond. This guide walks through the four main areas where consent disputes crop up in England and Wales, sets out the legal tests that apply, and explains the practical options when a landlord refuses or delays. It is written for tenants and landlords who want to understand where they stand before escalating matters.

What this document is

A consent dispute arises when a tenant needs the landlord's permission to do something under the lease and the parties disagree about whether that permission should be given, on what terms, or how quickly. Most commercial leases contain clauses known as alienation covenants (covering assignment and subletting), user covenants (covering what the property is used for) and alterations covenants (covering physical changes to the premises).

These clauses usually say the tenant cannot do the relevant act without the landlord's consent, and often add that consent will not be unreasonably withheld. That phrase matters. Where it appears, or where it is implied by statute such as the Landlord and Tenant Act 1927 and the Landlord and Tenant Act 1988, the landlord is under a legal duty to act reasonably and promptly.

If the landlord refuses without good reason, attaches unreasonable conditions, or sits on the request, the tenant may be able to proceed anyway or claim damages. Understanding which test applies to your clause is the starting point for any dispute.

How to use this document

  1. Read the lease carefully. Start with the exact wording of the covenant. Is consent required at all? Is it a qualified covenant (consent not to be unreasonably withheld), a fully qualified one, or an absolute bar? The answer determines whether the landlord must act reasonably or has a free hand to refuse.
  2. Make a proper written request. Put your application in writing with enough detail for the landlord to make a sensible decision. Include the identity and financial standing of any proposed assignee or subtenant, plans and specifications for alterations, or a clear description of the proposed new use. A vague request invites delay.
  3. Track the landlord's response time. Under the Landlord and Tenant Act 1988, landlords dealing with assignment, underletting, charging or parting with possession must respond within a reasonable period and give written reasons for any refusal. Keep a written record of when you applied and when (or whether) they replied.
  4. Challenge unreasonable refusals or conditions. If the landlord refuses or imposes conditions you consider unreasonable, you can ask them to reconsider, apply to the court for a declaration, or in some cases proceed without consent and defend any forfeiture action on the basis that consent was unreasonably withheld. Legal risk here is significant, so take guidance first.
  5. Consider negotiation before litigation. Many consent disputes settle once each side understands the other's concerns. Offering a rent deposit, an authorised guarantee agreement, a licence for alterations with reinstatement obligations, or a user restriction can unlock consent without a court fight.

Common questions

If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Common questions

Q What does 'consent not to be unreasonably withheld' actually mean?
It means the landlord has to have a genuine, rational reason connected to the landlord and tenant relationship to refuse. Commercial self-interest is allowed up to a point, but refusals based on matters unrelated to the property, or designed to gain a collateral advantage, are usually unreasonable. The burden is on the landlord to show the refusal was reasonable if the tenant challenges it in court.
Q How long does a landlord have to respond to a consent request?
For assignment, underletting and similar alienation requests, the Landlord and Tenant Act 1988 requires a decision within a reasonable time, which case law has often treated as a matter of weeks rather than months. The clock starts when the tenant has supplied enough information for the landlord to decide. Unreasonable delay can itself amount to a breach and give rise to damages.
Q Can the landlord refuse change of use outright?
It depends on the lease. If the user clause is absolute, the landlord can refuse without justification. If it is qualified (consent not to be unreasonably withheld), the reasonableness test applies, although the landlord cannot usually demand a premium or increased rent as a condition of consent for a change of use under section 19(3) of the Landlord and Tenant Act 1927. Planning permission is a separate issue.
Q Do I need a licence for alterations in writing?
Yes, it is strongly advisable. A written licence for alterations records exactly what works are permitted, who is responsible for reinstatement at lease end, and any conditions around professional supervision or compliance with statutes such as the Party Wall etc. Act 1996 or building regulations. Relying on informal permission often leads to disputes years later when the lease ends.
Q What is an authorised guarantee agreement?
When a tenant assigns a lease granted on or after 1 January 1996, the landlord can usually require the outgoing tenant to guarantee the performance of the incoming tenant, but only the next tenant, not the ones after. This is called an authorised guarantee agreement or AGA, and it is common for landlords to make their consent to assignment conditional on one being signed.
Q Can I sublet part of the premises if my lease allows subletting of the whole?
Not automatically. Leases often distinguish between subletting the whole and subletting part, and a clause permitting one does not necessarily permit the other. Check the wording carefully. Subletting in breach of the lease is a serious matter that can expose the tenant to forfeiture proceedings, so get clarity before you grant anything to a subtenant.
Q What happens if I go ahead without consent?
Acting without required consent is a breach of covenant. The landlord may serve a section 146 notice under the Law of Property Act 1925 and seek to forfeit the lease. Even if you believe consent was unreasonably withheld, proceeding without it is risky. The safer route is usually to apply to the court for a declaration that consent has been unreasonably withheld before acting.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

Full profile →SRA register ↗
Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.