alterations-consent

---
name: alterations-consent
description: Turns a proposed change to your premises, extraction and ventilation for a kitchen, an accessible toilet, signage, a partition wall, air conditioning or opening up a shopfront, into a classified alterations covenant, a tested case for section 19(2) of the Landlord and Tenant Act 1927, a written record of the application pack a landlord will actually want, a licence to alter checklist with reinstatement flagged, a note of what a rent review does with the finished work, and a dated register of what happens if you go ahead without consent. Use when you hold a commercial lease on a shop, pub, restaurant, cafe or small hotel in England or Wales and need to change the premises without breaching the lease.
---

# Every alteration to your premises classified, consented in writing and covered for reinstatement, before a wall comes down

You give this the alterations covenant and the repairing covenant from your lease, a description of the work you want to do, any licence to alter you already hold, and the dates of anything you have already written to the landlord. You get back the covenant classified, a reasoned answer on whether the work is a repair, an alteration or an improvement, a test of whether section 19(2) of the 1927 Act applies and what it actually buys you, a plain statement that no statutory clock is running while you wait, the pack a landlord will actually ask for, a licence to alter checklist with reinstatement flagged, and a register of what a breach costs you. It will not tell you whether the landlord is being unreasonable, and it will not draft the licence itself, because that is a question of fact and degree only your solicitor, and where the work is structural or technical your surveyor or architect, can answer on the actual correspondence.

## What it does

1. **Copy the alterations covenant verbatim and classify it before you plan a single change.** Read the exact clause, not the heading, because leases headed "Alterations" often bury the repair obligation, the reinstatement duty and the statutory compliance duty in the same paragraph. Sort the covenant into one of three categories: an absolute prohibition, where the covenant simply forbids the work with no route to consent; a qualified covenant, where the work needs the landlord's licence or consent; or no restriction, where the lease is silent or the clause does not catch the work you are planning. Record the clause number beside the classification. Everything that follows depends on this, because section 19(2) of the Landlord and Tenant Act 1927 only touches a qualified covenant and has nothing to say about an absolute one.

2. **Separate a repair from an alteration, and an alteration from an improvement, before applying any consent test.** A repair puts the premises back to the condition the lease requires and usually needs no landlord's consent, because the repairing covenant already obliges you to do it. An improvement is an alteration that adds value or utility, and the courts have been clear about whose value counts. In Lambert v FW Woolworth and Co Ltd, decided by the Court of Appeal in 1938 on a shop lease with a consent-based alterations covenant, whether proposed works were an improvement was tested from the tenant's own point of view, not the landlord's, and limited to an improvement of the demised premises itself. A new accessible toilet, a partition wall or a kitchen extraction run is almost always an improvement from your side of the lease even where it does nothing for the landlord's reversion, which puts the work inside section 19(2). Where a description genuinely sits on the line between repair and alteration, record it as unresolved for your solicitor rather than guessing.

3. **Test whether section 19(2) of the 1927 Act applies, and state in writing what its proviso actually delivers.** Where the covenant is qualified, section 19 deems it to carry a proviso that consent to an improvement is not to be unreasonably withheld. The section draws a specific line around what the landlord can charge: it "does not preclude the right to require as a condition of such licence or consent the payment of a reasonable sum in respect of any damage to or diminution in the value of the premises or any neighbouring premises belonging to the landlord, and of any legal or other expenses properly incurred in connection with such licence or consent." Nothing wider is preserved, so a landlord wanting a general fee on top of damage, diminution and its own reasonable costs is asking for something the Act does not protect. It preserves one further condition, only where the improvement does not add to the letting value of the holding: "an undertaking on the part of the tenant to reinstate the premises in the condition in which they were before the improvement was executed", and only where requiring it "would be reasonable". Write both limits into the record before you negotiate the licence.

4. **State plainly that no statutory clock is running while you wait for an answer, because alterations sit outside the Landlord and Tenant Act 1988.** Section 1 defines that Act's own scope: it applies to a tenancy containing a covenant against "assigning, underletting, charging, or parting with the possession of" the premises, and nothing else. Within that scope it imposes a duty on the landlord "within a reasonable time" either to consent or to "serve on the tenant written notice of his decision whether or not to give consent specifying in addition... if the consent is withheld, the reasons for withholding it." An alterations covenant is not on that list, so there is no statutory time limit and no statutory duty to give written reasons, whatever the position is for an assignment. Your only remedy is to keep applying pressure in writing. Record the date of every application, chase and response, because that correspondence is the only record you will have if consent is later said to have been unreasonably delayed.

5. **Build the application pack a landlord will actually want before you write asking for consent.** For anything beyond decoration, that pack is drawings showing the work, structural calculations where anything load-bearing is involved, planning permission where the work needs it, building regulations approval or a building notice where the work needs it, the contractor's details and their public liability insurance, and a method statement and programme for how and when the work will be done. A landlord asked once, with a complete pack, moves faster than one asked five times for five missing documents, and every one of those documents is also evidence that the improvement was carried out competently, which matters again at the end of the lease.

6. **Treat planning permission and building regulations approval as two separate consents alongside the landlord's licence, and never assume obtaining one satisfies the other.** A kitchen extraction project is the clearest hospitality example: the ductwork, the flue and any roof-level discharge point commonly need planning permission because they change the external appearance of the building and can affect noise, odour and vibration for neighbouring occupiers, while the extract system itself, and the make-up air it needs, is a building regulations matter under Approved Document F, which requires "any new kitchen... to be provided with a means of extract ventilation to reduce condensation and remove smells". None of the three consents protects you from the other two. Record each separately, with its own reference, date and status, and never mark the landlord's licence as covering planning or building control.

7. **Draft or check the licence to alter itself, list what it has to cover, and flag reinstatement without costing it.** A licence to alter typically describes the approved works by reference to the drawings, sets a time limit to complete them, records who pays the landlord's own legal and surveyor's costs in dealing with the application, requires the tenant to comply with every other statutory consent needed, and states what happens to the alteration at the end of the lease. Check the works description matches the drawings actually submitted, word for word, because a licence vaguer than the drawings gives the landlord room to argue later that something was never approved. The licence is also where a reinstatement obligation is usually created or waived: many landlords only give consent on condition that the tenant agrees to reinstate, and where the lease is silent and the licence says nothing either, the general position is that you can hand the premises back in their altered state with no further liability provided the work was lawful. Record whether the draft licence contains a reinstatement obligation and, if so, whether it is conditional on the landlord asking for it in writing before the term ends, then stop there. The costing belongs to the separate dilapidations skill, once the lease is closer to ending and the actual condition can be surveyed.

8. **Record what a rent review or a lease renewal does with the finished alteration, because this is where the covenant and the rent meet.** At renewal under the Landlord and Tenant Act 1954, section 34 requires improvements carried out by the tenant during the current tenancy to be disregarded when the new rent is set, so a tenant who has paid for an improvement is not then asked to pay rent on the value it added. Many rent review clauses mirror that disregard, but a common condition attached to it is that the improvement was carried out with the landlord's consent, so unconsented work can lose the disregard as well as breaching the covenant. An improvement carried out under an obligation to the landlord, rather than voluntarily, is generally taken into account at review rather than disregarded, and where the review clause says nothing about improvements at all, they are generally taken into account regardless of who paid for them. Record which position the lease actually creates, because it changes the financial case for doing the work with consent.

9. **Record what a breach costs, named plainly rather than left as a vague warning.** Carrying out alterations without the consent a qualified covenant requires is a breach of covenant. Depending on the lease, that can put the landlord in a position to take enforcement action, including requiring the works to be reversed, and in a lease with a forfeiture clause a persistent or substantial breach can put the right to remain at risk. It tends to resurface at the worst moments: at rent review, where the disregard in step 8 can be lost; at assignment, where a buyer's solicitor will ask about unconsented works as a matter of course; and at renewal, where an unresolved breach gives the landlord an argument it would not otherwise have. Record every item of work already carried out without consent, with its date, against this list.

10. **Hand the structured extraction to Codex and let it build the files, so no clause or date is retyped by hand.** Run:

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

    Claude hands over the covenant text and its classification, the repair, alteration and improvement classification for each item of work, the section 19(2) test result, the dates of every application and response, the application pack checklist, the draft licence to alter and its clauses, the rent review or renewal position, and the register of any unconsented work, all already decided in steps 1 to 9. Codex returns the covenant classification file, the works classification, the section 19(2) test, the consent timeline, the application pack checklist, the licence to alter checklist, the parallel consents record, the unconsented works register and a gaps register. Codex makes no judgement on whether the covenant is being applied reasonably and writes no advice.

## Then it checks

1. The alterations covenant is classified as an absolute prohibition, a qualified covenant or no restriction, with a clause reference, and no lease is left unclassified.
2. Every proposed item of work has a stated conclusion of repair, alteration or improvement, with the reasoning recorded, and anything genuinely unresolved is marked for the solicitor rather than guessed.
3. The file states whether section 19(2)'s proviso applies to each item of work, and where it does, any charge demanded by the landlord beyond damage or diminution in value and reasonable legal or other expenses is flagged as sitting outside what the Act protects.
4. The file states explicitly that no statutory time limit and no statutory reasons duty apply to an alterations covenant, and records the date every written application and every chasing letter was sent.
5. The application pack checklist records which of drawings, structural calculations, planning permission, building regulations approval, contractor details and insurance are held for each item of work, and which are missing.
6. Planning permission and building regulations approval are recorded as separate lines for each item of work, and neither is marked satisfied because the other was obtained.

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.
- Anything sent in someone's name says whose name it is.
- This skill covers England and Wales only. Section 19 of the Landlord and Tenant Act 1927 does not extend to Scotland, where landlord and tenant law is a different system, and Northern Ireland has its own code. If the premises are in Scotland or Northern Ireland, say so and stop rather than applying an England and Wales rule to them.
- Never state a rent as a percentage of turnover, a typical cost of alterations per square foot, or any other figure for what a single independent UK venue should spend or pay. No published figure exists for a single business, the figures that circulate describe portfolios and shopping centres, and an owner who prices a fit-out against a borrowed figure has no way of knowing whether it fits their own kitchen, building or landlord.
- Never decide whether a proposed alteration counts as an improvement in a genuinely disputed case, and never decide whether a landlord's refusal or a condition is reasonable. Both are questions of fact and degree for the owner's solicitor, and for a surveyor or architect where the question is structural or technical, to judge.
- Never treat the absence of a reply from the landlord as consent. Because no statutory time limit applies to an alterations covenant, silence is simply silence, and starting work on the strength of it is starting work without consent.
- Never draft or send the actual application or licence to alter. This skill prepares the pack and the checklist that make the solicitor's letter and the surveyor's drawings ready to go, it does not replace either of them.
- Never duplicate the dilapidations skill's reinstatement costing. This skill flags whether a reinstatement obligation exists in the licence, and stops there.
- This output is a working document prepared for the owner's own solicitor to check against the actual lease and correspondence, and for the owner's own surveyor or architect to check anything structural or technical. It is not legal advice, it is not a structural or technical assessment, and it is not a statement that any particular alteration will be, or should be, consented to.

## Built from
- Landlord and Tenant Act 1927, section 19, https://www.legislation.gov.uk/ukpga/1927/36/section/19, read 23 September 2026: the qualified covenant proviso for assignment in subsection (1) and the improvements proviso, the damage and expenses limit and the reinstatement undertaking, in subsection (2), used in steps 1 and 3.
- Landlord and Tenant Act 1988, section 1, https://www.legislation.gov.uk/ukpga/1988/26/section/1, read 23 September 2026: the scope of the Act limited to covenants against assigning, underletting, charging or parting with possession, and the reasonable time and written reasons duties that attach only to that scope, used in step 4.
- Landlord and Tenant Act 1954, section 34, referenced through Charles Russell Speechlys, "Q&A: Business tenancies: Improvements and the determination of rent", https://www.charlesrussellspeechlys.com/en/insights/expert-insights/real-estate/2020/qa-business-tenancies-improvements-and-the-determination-of-rent/, published 1 July 2020, read 23 September 2026: the disregard of tenant's improvements at renewal, the obligatory improvement exception and the silent review clause position, used in step 9.
- Kew Law, "Tenant's Alterations And Lease Expiry", https://www.kewlaw.co.uk/helpful-guide/tenants-alterations-and-lease-expiry/, published 9 July 2026, read 23 September 2026: the Lambert v FW Woolworth and Co Ltd 1938 case on assessing improvement from the tenant's own point of view, and the reinstatement-on-request position at lease end, used in steps 2 and 8.
- Harper James, "A commercial tenant's guide to reinstatement obligations", https://harperjames.co.uk/article/reinstatement-obligations/, updated 27 March 2025, read 23 September 2026: the landlord's practice of conditioning consent on reinstatement, and the default position where the lease is silent, used in step 8.
- Osbornes Law, "Licence for Alterations", https://osborneslaw.com/property-law/property-litigation/licence-for-alterations/, no publication date shown on the page, read 23 September 2026: what a licence for alterations typically records, who pays the landlord's costs of dealing with it, and the consequences of altering without consent, used in steps 7 and 10.
- Planning Portal, "Building Regulations: Need for additional ventilation", https://www.planningportal.co.uk/permission/common-projects/kitchens-and-bathrooms/building-regulations-need-for-additional-ventilation/, no publication date shown on the page, read 23 September 2026: the Approved Document F extract ventilation requirement for a new kitchen, used in step 6.
- Fan Rescue, "Commercial Kitchen Extraction Planning Permission", https://fanrescue.co.uk/commercial-kitchen-extraction-planning-permission/, published 31 July 2026, read 23 September 2026: planning permission for external ductwork and flues treated as a separate matter from building regulations, used in step 6.

# alterations-consent

## You are given
The alterations covenant and the repairing covenant copied verbatim from the lease, each with its clause number, and the owner's own classification of the alterations covenant as an absolute prohibition, a qualified covenant or no restriction, as the wording itself states. The register of proposed items of work, each with a description, and the owner's own classification, made with their solicitor or surveyor, of each item as a repair, an alteration or an improvement, together with a note of whether the covenant reaches structural work, non-structural work or both. For each item, whether section 19(2) of the Landlord and Tenant Act 1927 has been assessed as applying, and if so, any sum the landlord has demanded for consent split between damage or diminution in value, legal or other expenses, and anything demanded outside those two categories, plus whether a reinstatement undertaking has been requested and on what basis. The dates of every written application for consent, every landlord acknowledgement, every landlord decision and every chasing letter the owner has sent. The owner's application pack for each item: whether drawings, structural calculations, planning permission, building regulations approval, contractor details and public liability insurance are held, each with a document reference where one exists. Any draft or completed licence to alter, with its clauses on cost, time limit and reinstatement. Whether planning permission and building regulations approval have been applied for or obtained for each item, with reference numbers and dates. The lease's rent review or renewal position on tenant's improvements, as the owner's solicitor has read it. Any work already carried out without consent, with its date. All judgement calls, including whether an item is a repair, an alteration or an improvement, whether the covenant is qualified, and whether any charge or refusal is reasonable, have already been made by the owner and their advisers and are supplied to you.

## Produce
Write into a `./alterations-consent-output/` folder:

1. `covenant-classification.csv` with columns: `clause_ref`, `covenant_type` (exactly one of `alterations`, `repair`), `covenant_text_verbatim`, `classification` (exactly one of `absolute prohibition`, `qualified consent required`, `no restriction`), `reaches` (exactly one of `structural`, `non-structural`, `both`, `not stated`). One row per covenant supplied.
2. `works-classification.csv` with columns: `work_ref`, `work_description_verbatim`, `category` (exactly one of `repair`, `alteration`, `improvement`, `unresolved, referred to solicitor`), `basis_for_category_verbatim`, `consent_required` (`yes`, `no`, `not clear from information supplied`). `work_ref` is W001 upward.
3. `section-19-2-test.csv` with columns: `work_ref`, `covenant_is_qualified` (`yes`, `no`), `section_19_2_applies` (`yes`, `no, covenant is absolute`, `no, work is not an improvement`), `damage_or_diminution_charge_gbp`, `legal_or_other_expenses_charged_gbp`, `charge_outside_the_proviso_gbp`, `reinstatement_undertaking_requested` (`yes`, `no`, `not yet raised`), `flag`. Any row with an amount in `charge_outside_the_proviso_gbp` is copied into `gaps.md` as a charge outside what the Act protects.
4. `consent-timeline.csv` with columns: `work_ref`, `written_application_date`, `landlord_acknowledgement_date`, `landlord_decision_date`, `days_elapsed`, `statutory_time_limit_applies` (always `no`, alterations sit outside the Landlord and Tenant Act 1988), `chasing_letter_dates_verbatim`. `days_elapsed` is calculated only where both a start and end date are supplied, otherwise left empty.
5. `application-pack-checklist.csv` with columns: `work_ref`, `item` (exactly one of `drawings`, `structural_calculations`, `planning_permission`, `building_regulations_approval`, `contractor_details`, `public_liability_insurance`, `method_statement`, `programme_of_works`), `held_by_owner` (`yes`, `no`), `document_reference`. One row per item per work reference, eight rows for each `work_ref`.
6. `licence-to-alter-checklist.csv` with columns: `work_ref`, `item` (exactly one of `description_of_approved_works`, `approved_drawings_referenced`, `time_limit_to_complete`, `landlords_costs_recoverable`, `requirement_to_comply_with_statutory_consents`, `reinstatement_obligation`, `reinstatement_conditional_on_written_request`, `indemnity`), `present_in_licence` (`yes`, `no`, `not yet drafted`), `notes_verbatim`.
7. `parallel-consents.csv` with columns: `work_ref`, `consent_type` (exactly one of `landlords_licence_to_alter`, `planning_permission`, `building_regulations_approval`), `required` (`yes`, `no`, `not clear from information supplied`), `status` (exactly one of `not applied for`, `applied for`, `obtained`, `refused`), `reference_number`, `date_obtained`.
8. `rent-and-breach-register.csv` with columns: `work_ref`, `rent_review_disregard_position_verbatim`, `carried_out_without_consent` (`yes`, `no`), `date_carried_out`, `consequence_flagged` (one or more of `breach_of_covenant`, `forfeiture_risk`, `rent_review_disregard_at_risk`, `assignment_difficulty`, `renewal_difficulty`, separated by a semicolon), `notes_verbatim`.
9. `gaps.md`, a numbered list of: every covenant with no supplied classification; every item of work left as `unresolved, referred to solicitor`; every charge recorded outside the section 19(2) proviso; every application with no landlord acknowledgement or decision date recorded; every application pack item marked `no`; every licence to alter item marked `no` or `not yet drafted`; every consent marked `required` but not `obtained`; and every item of work carried out without consent.

## Rules
- Codex records, dates, cross-references and flags gaps. It never decides whether a work is a repair, an alteration or an improvement where the owner has not already supplied that classification, never decides whether a charge, a refusal or a condition is reasonable, and never estimates a missing date, cost or reference number.
- A work with no supplied category is written to `works-classification.csv` as `unresolved, referred to solicitor` and listed in `gaps.md`. It is never guessed at from the description alone.
- Never calculate `days_elapsed` from an assumed date. Where either the application date or the decision date is missing, the cell is left empty and the gap is recorded.
- Never write a typical alterations cost, a typical time to obtain consent, or any other benchmark figure for a single independent UK venue into any file. No such figure is to be recorded.
- Never treat a missing landlord decision date as a deemed consent or a deemed refusal. It is recorded as missing, nothing more.
- Use British English, GBP written as `GBP` or the pound sign, and DD Month YYYY dates. No em dash characters in any file you write, and any supplied text containing one is recorded verbatim and flagged in `gaps.md`.
- Every quoted covenant, drawing reference and licence clause is copied exactly, 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 against the actual lease and correspondence, and for the owner's own surveyor or architect to check anything structural or technical. It applies supplied facts to a set of published rules and is not a ruling that any alteration is, or should be, consented to.

## Return
The absolute path of every file written, the row count of each CSV, the classification reached for the alterations covenant and the repairing covenant, the count of works classified as repair, alteration, improvement and unresolved, the count of items for which section 19(2) was found to apply and the total of any charge flagged as outside the proviso, the count of applications with no recorded landlord decision date, the count of application pack items and licence to alter items marked missing, the count of parallel consents marked required but not obtained, the count of items carried out without consent and the consequences flagged against them, and the `gaps.md` item count.