lease-and-sale

---
name: lease-and-sale
description: Turns your lease's grant date, the assignment clause copied word for word, the unexpired term, any circumstances the lease pre-agrees for withholding or conditioning consent, the rent review and lease-end dates, whether the lease is contracted out of security of tenure, the date of any written application already sent to your landlord, and any authorised guarantee agreement demanded on a past assignment, into a clause analysis, a consent-trigger timeline counted back from your target completion date, an authorised guarantee agreement exposure note, and a gaps file naming what it could not answer. Use when you are one to three years from selling a leasehold hospitality business and need to know, before you speak to an agent, whether this lease can be sold at all.
---

# A written position on the lease clause that decides whether you can sell at all, for your solicitor to check before an agent is ever instructed

You give this your lease: its grant date, the assignment clause word for word, the unexpired term, whether the lease was granted on or after 1 January 1996, any circumstances or conditions the lease pre-agrees for withholding consent, the rent review and lease-end dates, whether the lease is contracted out of security of tenure, and the date of any written application you have already sent your landlord. You get back a clause analysis, a consent-trigger timeline counted back from the completion date you are aiming for, an authorised guarantee agreement exposure note, and a gaps file naming everything it could not answer from what you supplied. It will not tell you whether your landlord will actually say yes, and it will not estimate how long they will actually take to answer. Those are facts about one landlord this skill has never met, and a guessed answer would be acted on as if it were a fact.

## What it does

1. **Copy the assignment clause word for word and settle whether consent is required at all.** A lease either bars assignment outright, an absolute covenant, or bars it only without consent, a qualified covenant, or says nothing. An absolute covenant gets no statutory help at all: there is no proviso to imply, and the landlord can refuse for any reason or no reason. A qualified covenant is different, because Landlord and Tenant Act 1927 section 19(1)(a) implies into it "a proviso to the effect that such licence or consent is not to be unreasonably withheld, but this proviso does not preclude the right of the landlord to require payment of a reasonable sum in respect of any legal or other expenses incurred in connection with such licence or consent." Copy the actual clause into the working file before anything else, because whether the lease already prints "not to be unreasonably withheld" or is silent and relies on the Act to fill the gap changes what happens next.

2. **Fix the grant date, because it decides which version of the reasonableness test applies.** Section 19(1A) only reaches a "qualifying lease", one granted on or after 1 January 1996, which is when the Landlord and Tenant (Covenants) Act 1995 commenced. Record the date on the front page of the lease and test it against that line. If the lease predates 1996, nothing in the clause can switch off the reasonableness test, whatever it says.

3. **If the lease is a qualifying lease, copy out any pre-agreed circumstances word for word, because they replace the reasonableness test rather than sitting alongside it.** Section 19(1A) lets landlord and tenant agree in advance "(a) any circumstances in which the landlord may withhold his licence or consent to an assignment of the demised premises or any part of them, or (b) any conditions subject to which any such licence or consent may be granted", and then provides that the landlord "(i) shall not be regarded as unreasonably withholding his licence or consent to any such assignment if he withholds it on the ground (and it is the case) that any such circumstances exist, and (ii) if he gives any such licence or consent subject to any such conditions, shall not be regarded as giving it subject to unreasonable conditions." A clause requiring, for example, a minimum net worth for the assignee or a rent deposit is not a factor a landlord weighs reasonably. It is a switch. Transcribe it exactly, because whether a fact you already know, such as the buyer's accounts, satisfies a pre-agreed condition is a different question from whether the landlord is being reasonable.

4. **Record the written application and its date, because nothing else in the process starts without one.** Landlord and Tenant Act 1988 section 1(3) owes the duty "where there is served on the person who may consent to a proposed transaction a written application by the tenant for consent to the transaction", covering a covenant against assigning, underletting, charging or parting with possession that is already subject to the qualification that consent is not to be unreasonably withheld, per section 1(1). A phone call to the managing agent, an email that never reaches the landlord, or a conversation at a rent review meeting starts nothing. Record the date any written application was actually served, who it was served on, and whether that person is the landlord or someone else who may consent under the lease. If none has been sent, record that plainly, because sending it is the action that starts the clock.

5. **Write down what the landlord's duty actually requires, and what it does not fix.** Once served, the duty is "(a) to give consent, except in a case where it is reasonable not to give consent, (b) to serve on the tenant written notice of his decision whether or not to give consent specifying in addition (i) if the consent is given subject to conditions, the conditions, (ii) if the consent is withheld, the reasons for withholding it", and section 1(4) adds that "giving consent subject to any condition that is not a reasonable condition does not satisfy the duty". Section 1(5) supplies the 1988 Act's own definition of reasonable refusal: "it is reasonable for a person not to give consent to a proposed transaction only in a case where, if he withheld consent and the tenant completed the transaction, the tenant would be in breach of a covenant." That is the statutory floor, not the whole of the case law on reasonableness under the 1927 Act, and it fixes no number of days. This skill records the duty. It never predicts when it will be satisfied.

6. **Record that the burden of proof sits on the landlord, not on you, and why that still does not produce a timetable.** Section 1(6) puts the burden squarely on "the person who owed any duty under subsection (3)", who must show, if challenged, that consent was given within a reasonable time, that any condition attached was a reasonable condition, or that withholding consent was itself reasonable. That protects you if a dispute ends up in court. It does not tell you, in September, how many weeks your particular landlord's agent will sit on the file, and this skill will not invent a figure to fill that gap.

7. **Determine whether an authorised guarantee agreement will be demanded, because it decides what you are still liable for after completion.** Section 5 of the Landlord and Tenant (Covenants) Act 1995 is the default: on assigning the whole of the premises, the outgoing tenant "is released from the tenant covenants of the tenancy, and ceases to be entitled to the benefit of the landlord covenants of the tenancy, as from the assignment." Section 16 is the exception a landlord uses to undo that release. An authorised guarantee agreement arises where, among the circumstances in section 16(3), "any such consent is given subject to a condition (lawfully imposed) that the tenant is to enter into an agreement guaranteeing the performance of the covenant by the assignee", and once entered into it may "impose on the tenant any liability as sole or principal debtor in respect of any obligation owed by the assignee under the relevant covenant." Check the clause for a right to demand one, check the lease file for whether a previous assignment into your own tenancy already carries one, and record both. Section 16(4)(b) limits the guarantee to ending "at any time after the assignee is released from that covenant by virtue of this Act", which in practice means your exposure runs until your buyer, in turn, assigns the lease on.

8. **Record the rent review and lease-end dates from the lease itself, because they change what is actually being sold.** Find the next rent review date, whether the review clause is upwards-only, and the date the term expires. These are not points of law this skill interprets. They are dates printed in the document in front of you, and a buyer's own valuation of the lease depends on them directly: a business with two years left on the term and a rent review due in six months is not the same asset as one with fifteen years left and the last review just settled, whatever the trade looks like across the counter.

9. **Record whether the lease is contracted out of security of tenure, and name exactly what that removes.** Section 38A(1) of the Landlord and Tenant Act 1954 lets landlord and tenant "agree that the provisions of sections 24 to 28 of this Act shall be excluded in relation to that tenancy." Where they have, section 24(1), which otherwise provides that a protected tenancy "shall not come to an end unless terminated in accordance with the provisions of this Part of this Act" and gives either party the right to "apply to the court for an order for the grant of a new tenancy", does not apply. A contracted-out lease ends on its stated date with no statutory right to a new one. Record which the lease is, because a buyer is not buying the same thing either way, and record the SDLT position alongside it: HMRC's guidance states that "if you buy an existing ('assigned') lease, you only pay SDLT on the lease price (or 'consideration')" rather than a fresh calculation against the whole remaining rent, and that a return must reach HMRC "within 14 days of completion."

10. **Hand the completed working file to Codex and get back the four dated files.** Give it the clause text verbatim, the grant date, the unexpired term, any pre-agreed conditions verbatim, the rent review and lease-end dates, the contracted-out answer, the date of any written application already sent, any authorised guarantee agreement precedent, and your target completion date. Then run, from the folder holding your working copies:

   ```
   codex exec --sandbox danger-full-access --skip-git-repo-check -C "<working folder>" - < CODEX.md
   ```

   Back come the clause analysis, the consent-trigger timeline counted back from your target completion date, the authorised guarantee agreement exposure note, and the gaps file. Codex never decides whether your landlord will consent, never invents a number of weeks a step will take, and never marks a gap closed. A fact you did not supply becomes a row in `gaps.md`, never a guess.

## Then it checks

1. The clause analysis states plainly whether the covenant is absolute or qualified, and every downstream row is answered against that stated basis.
2. The clause analysis records the grant date and states explicitly whether the lease is a qualifying lease under section 19(1A), with the 1 January 1996 line named as the test.
3. Where pre-agreed circumstances or conditions exist, they are transcribed word for word rather than summarised, and where none exist the file says so rather than leaving the row blank.
4. The consent-trigger timeline records the date of any written application already served, and treats an unwritten or oral request as not having started the statutory clock.
5. The authorised guarantee agreement exposure note states whether an authorised guarantee agreement can be demanded as a condition of consent, and, if one is demanded, states that the exposure runs until the assignee is released rather than ending at completion.
6. No file states an expected number of days or weeks for landlord consent, and no file predicts whether consent will be granted.

Any check fails: name it, redo that step once. Failed twice: say what is wrong and stop.

## Rules
- Public information only.
- Never invent a fact, a number or a quote.
- Never predict whether a named landlord will grant consent, or estimate how long they will take. The statutes fix a duty and a burden of proof. They fix no date, and an owner who plans a completion date around a guessed timetable has built the plan on the one fact nobody can supply.
- Never state a valuation, a multiple, or a price for the lease, the goodwill or the business. No published benchmark exists for a single independent UK hospitality lease, and a figure borrowed from a broker's marketing sets an expectation this skill has no basis to defend.
- Never write to the landlord, the landlord's agent or the buyer. Serving the written application that starts the statutory clock is a step the owner and their solicitor take, at the moment they choose to take it, not a document this skill drafts or sends.
- Never carry a clause, a condition or an authorised guarantee agreement precedent forward from an old file without re-reading the current lease. A lease can be varied, a rent review can be settled, and a clause quoted from memory is not the clause a court would read.
- This output is a working document prepared for the owner's own solicitor to check. It is not legal advice, it is not a valuation, and it is not a prediction of what a specific landlord will do.

## Built from
- Landlord and Tenant Act 1927, section 19, https://www.legislation.gov.uk/ukpga/1927/36/section/19, no known outstanding effects shown, most recent amendment dated 1 December 2022, read 23 September 2026: the reasonableness proviso in step 1 and the pre-agreed circumstances provision in steps 2 and 3.
- Landlord and Tenant Act 1988, section 1, https://www.legislation.gov.uk/ukpga/1988/26/section/1, no known outstanding effects shown, read 23 September 2026: the written application trigger in step 4, the duty and its own definition of reasonable refusal in step 5, and the burden of proof in step 6.
- Landlord and Tenant (Covenants) Act 1995, section 5, https://www.legislation.gov.uk/ukpga/1995/30/section/5, no known outstanding effects shown, read 23 September 2026: the default release of the outgoing tenant in step 7.
- Landlord and Tenant (Covenants) Act 1995, section 16, https://www.legislation.gov.uk/ukpga/1995/30/section/16, latest available revised version, read 23 September 2026: the authorised guarantee agreement provisions in step 7.
- Landlord and Tenant Act 1954, section 38A, https://www.legislation.gov.uk/ukpga/1954/56/section/38A, up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the contracting out procedure in step 9.
- Landlord and Tenant Act 1954, section 24, https://www.legislation.gov.uk/ukpga/1954/56/section/24, up to date with all changes known to be in force on or before 23 September 2026, most recent amendment dated 2 December 2024, read 23 September 2026: what is lost when a lease is contracted out, in step 9.
- HM Revenue and Customs, "Stamp Duty Land Tax", https://www.gov.uk/stamp-duty-land-tax and the print version https://www.gov.uk/stamp-duty-land-tax/print, no update date shown on either page, read 23 September 2026: the assigned-lease consideration basis and the 14 day filing deadline in step 9.

# lease-and-sale

## You are given

One lease's assignment clause, transcribed word for word, and the answers to it: the grant date shown on the front page of the lease, the unexpired term calculated to a stated date, whether the covenant against assignment is absolute or qualified, whether the lease is a qualifying lease granted on or after 1 January 1996, the text of any circumstances or conditions the lease pre-agrees for withholding or conditioning consent under section 19(1A) of the Landlord and Tenant Act 1927 transcribed word for word or a statement that none exist, the next rent review date and whether the review clause is upwards-only, the lease end date, whether the lease is contracted out of sections 24 to 28 of the Landlord and Tenant Act 1954 under section 38A, the date and recipient of any written application for consent already served on the landlord or its agent, whether a decision has been received and what it said, whether an authorised guarantee agreement has ever been demanded on a past assignment of this lease and its terms if so, and the owner's target completion date for the sale. Every judgement call, including whether the lease has been read correctly, whether a clause is absolute or qualified, and what the target completion date should be, has already been made by the owner or their solicitor and is supplied to you as a fact, not a question for you to answer.

## Produce

Write into a `./lease-and-sale-output/` folder:

1. `clause-analysis.md` recording, on separate lines and nothing else: the lease address and grant date; the assignment clause copied verbatim; whether the covenant is `absolute` or `qualified`; whether the lease is a `qualifying lease` (`yes` if granted on or after 1 January 1996, `no` if before, `not stated` if the grant date was not supplied); the section 19(1A) pre-agreed circumstances or conditions copied verbatim, or the line `none supplied` if the owner recorded none; the unexpired term in years and months to the date supplied; the next rent review date and whether it is stated as `upwards-only` or `not stated`; the lease end date; whether the lease is `contracted out` or `not contracted out` under section 38A, or `not stated`; and, where contracted out, the single line that no application under section 24 of the Landlord and Tenant Act 1954 is available at the end of the term.
2. `consent-timeline.csv` with these columns in this order: `milestone`, `date`, `days_relative_to_completion`, `trigger_description`, `statutory_reference`, `fixed_or_dependent`, `status`, `notes`. `fixed_or_dependent` is exactly one of `fixed by law`, `fixed by owner`, `dependent on landlord, not estimated`. `status` is exactly one of `done`, `not yet done`, `not applicable`. One row for the target completion date supplied by the owner, marked `fixed by owner`. One row for the SDLT return and payment deadline, calculated as the completion date plus 14 days, marked `fixed by law`, citing the 14 day filing rule. One row for the written application for consent, using the date supplied if served, or `not yet done` if not. One row for the landlord's decision on consent, always marked `dependent on landlord, not estimated`, with no date entered in the `date` column and the `notes` column recording only that section 1 of the Landlord and Tenant Act 1988 owes a duty within a reasonable time with no fixed number of days. One row for an authorised guarantee agreement being negotiated and signed, marked `dependent on landlord, not estimated` if the clause-analysis file or the AGA exposure note shows one may be required, or `not applicable` if not. One row for the assignment completing, equal to the target completion date.
3. `aga-exposure.md` recording, on separate lines and nothing else: whether the clause allows the landlord to demand an authorised guarantee agreement as a condition of consent, quoting the supplied clause wording; whether an authorised guarantee agreement was demanded on any past assignment of this lease and its terms as supplied; the statement that, by default, an outgoing tenant is released from the tenant covenants of the tenancy on assignment under section 5 of the Landlord and Tenant (Covenants) Act 1995, and that an authorised guarantee agreement is the exception to that release, not the rule; and, where an authorised guarantee agreement is or may be required, the statement that the liability it creates runs until the assignee is released from the relevant covenant, which is not the same date as completion.
4. `gaps.md`, a numbered list of: any input named in "You are given" that was not supplied; any pre-agreed condition under section 19(1A) referred to but not transcribed verbatim; any date supplied with no source stated; any written application referred to with no date or no named recipient; and any authorised guarantee agreement referred to with no terms supplied.

## Rules

- Codex transcribes, dates and cross-references. It never predicts whether a named landlord will grant consent, and never estimates a number of days or weeks a landlord's decision will take. Any such figure is a row in `gaps.md`, never a number written into `consent-timeline.csv`.
- Never state a valuation, a multiple, a price for the lease, the goodwill or the business, or a market rent. None was supplied and none is to be estimated.
- Never mark a covenant `qualified` from the absence of the word `absolute`, and never mark a lease a `qualifying lease` without a supplied grant date. An unclear answer is `not stated`, never assumed.
- Never carry forward a clause, a rent review date or an authorised guarantee agreement precedent from a prior version of these files without the current supplied text. If the current text was not supplied this run, the field is empty and the gap is recorded.
- Use British English, GBP written as GBP or the pound sign, and DD Month YYYY dates. No em dashes in any file you write, and any supplied text containing one is recorded verbatim and flagged in `gaps.md`.
- Every quoted clause, condition and date is copied exactly as supplied, including its punctuation and capitalisation.
- Every file ends with this line: this is a working document prepared for the owner's own solicitor to check before it is relied on. It is not legal advice, it is not a valuation, and it is not a prediction of what a specific landlord will do.

## Return

The absolute path of every file written, the row count of `consent-timeline.csv`, whether the lease was granted on or after 1 January 1996 as recorded in `clause-analysis.md`, whether section 19(1A) pre-agreed circumstances or conditions were found, whether the lease is contracted out under section 38A, whether an authorised guarantee agreement can be demanded as a condition of consent, the date of any written application already served or the line no written application recorded, and the `gaps.md` item count.