lease-read

---
name: lease-read
description: Turns the pile of paper you signed into one readable file: every date that can cost you money in a diary, the full money column with who pays what, the repair standard you actually agreed, the three gates you must ask permission at, whether you have a right to stay, and a numbered list of the questions only your solicitor can answer. Use when you hold a commercial lease on a shop, pub, restaurant or cafe in England or Wales and have never read it end to end.
---

# Your lease read cover to cover, with every date, every liability and every permission gate on one page

You give this the lease and everything that travels with it: the counterpart, the licences, the deeds of variation, the rent deposit deed, any schedule of condition, any guarantee, any side letter and the Land Registry title. You get back a plain English abstract of what you signed, a dated calendar of every deadline in the document, a money table showing every sum the landlord can ask you for, a repair standard written in the words your builder will understand, and a numbered list of questions for your solicitor. It will not tell you whether your lease is a good deal or a bad one, and it will not tell you what rent a place like yours should pay, because no published figure exists for a single independent venue and a borrowed one would make you argue from a number that is not evidence.

## What it does

1. **Collect the whole document set before reading a word of it, because a lease on its own is not the agreement.** The agreement is the lease plus every document that changed it. List the lease or counterpart, every deed of variation, every licence to assign, licence to alter or licence to underlet, the rent deposit deed, any authorised guarantee agreement, any guarantor deed, any side letter or concession letter, any schedule of condition, any agreement for lease, and the Land Registry official copy of the title. Record for each one the date, the parties and whether you hold the original, a certified copy or nothing at all. A concession recorded in a side letter that nobody can find is a concession you do not have.

2. **Read the Land Registry title and confirm the lease is registered where it had to be.** Section 27 of the Land Registration Act 2002 makes certain dispositions registrable, and the grant of a lease "for a term of more than seven years from the date of the grant" is one of them. The section is blunt about the consequence: a registrable disposition "does not operate at law until the relevant registration requirements are met". So a ten year lease that was never registered is not the legal estate the owner thinks it is. Record the title number, the registered leaseholder's exact name, the registered term and the date of first registration, and flag any mismatch between the registered name and the name on your bank mandate and your rates bill.

3. **Name the parties as they actually are today and trace the guarantee chain.** Write the original landlord, the current landlord, the original tenant, the current tenant, every guarantor and every former tenant still on the hook. Section 16 of the Landlord and Tenant (Covenants) Act 1995 allows a landlord to require an outgoing tenant to guarantee the incoming one by an authorised guarantee agreement, and it limits that agreement: it must not "impose on the tenant any requirement to guarantee in any way the performance of the relevant covenant by any person other than the assignee". If the owner bought the business and took an assignment, the person who assigned it to them may still be guaranteeing them, and if the owner ever assigns on, they may be asked to do the same. That is a liability that outlives the trading, and it belongs on page one of the abstract, not in a footnote.

4. **Establish the term, every break date and whether the lease is contracted out, because that single fact changes everything else.** Write the term commencement date, the contractual expiry date, every break date and the notice period attached to each. Then look for the contracting out machinery. Section 38A of the Landlord and Tenant Act 1954 lets the parties agree "that the provisions of sections 24 to 28 of this Act shall be excluded in relation to that tenancy", and it makes that agreement void unless the landlord served the warning notice in the form set out in Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 and the Schedule 2 requirements were met. Schedule 2 requires that the notice "must be served on the tenant not less than 14 days before the tenant enters into the tenancy to which it applies", followed by a simple declaration, and where the 14 days were not given, a statutory declaration sworn before an independent solicitor. Record which of the two declarations exists, its date, and the date the lease was completed. If the lease says it is contracted out and no notice or declaration can be found, that is question one for the solicitor, not a conclusion you draw yourself.

5. **Build the money table: every sum the landlord can ask you for, with the clause number beside it.** Rows for basic rent and the payment dates, VAT on the rent if the landlord has elected, service charge and whether there is a cap, insurance rent, any reserve or sinking fund contribution, interest on late payment and the rate, any turnover rent and how turnover is defined, any tie on products in a pub lease, and the rent deposit with the conditions for its return. The RICS Code for leasing business premises requires the heads of terms to state "the amount of rent, frequency of payment and whether exclusive of business rates" and "whether the landlord intends to charge VAT on the rent", and a lease that answers those questions less clearly than the heads of terms did is a lease with a gap in it. Put the clause number in every row so the owner can point at it in a meeting.

6. **Write the repair obligation in the words a builder would use, and find out whether a schedule of condition limits it.** Copy the repair covenant verbatim, then write underneath what it means in practice: what you must keep in repair, whether decoration is on a fixed cycle, whether plant and equipment are yours, whether the obligation extends to the structure and the roof. The Code for leasing business premises records the point that decides how expensive this becomes: "If the tenant's repairing obligations are to be limited to the initial condition of the premises, a schedule of condition will normally be required." If a schedule of condition exists, record its date, who prepared it and whether it is actually attached to the lease. A schedule of condition that was taken but never annexed protects nobody.

7. **List the three permission gates and the test that applies at each, because they are not the same test.** Gate one is assignment, underletting, charging or parting with possession. Gate two is alterations. Gate three is change of use. Section 19(1) of the Landlord and Tenant Act 1927 deems a qualified covenant against assignment to be subject to a proviso that "such licence or consent is not to be unreasonably withheld", and section 1 of the Landlord and Tenant Act 1988 puts a time limit and a reasons duty on top of it: the landlord owes a duty "within a reasonable time" to give consent except where it is reasonable not to, and to serve written notice of the decision specifying "if the consent is withheld, the reasons for withholding it". That 1988 duty attaches to the assignment family of covenants. Alterations sit under section 19(2) of the 1927 Act instead and carry no 1988 Act time limit. Record for each gate whether consent is absolute, qualified or not required at all.

8. **Turn every date in the document into a calendar, counted backwards from the deadline.** Rent payment dates, rent review dates and the trigger notice window, break dates and the last day a break notice can be served, the expiry date, the date a section 26 request could first be made, insurance renewal, service charge year end, and any date a side letter falls away. For each, record the date the owner must start work, not the date the deadline lands. A break notice that has to be served six months before a break date needs a diary entry nine months before it, because the lease has to be read again, the solicitor has to be instructed and the conditions have to be met first.

9. **Hand the structured extraction to Codex and let it build the files, so that no figure is retyped by a human.** Run:

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

   Claude hands over the document list with dates and parties, every clause reference and the verbatim wording the owner has read out or supplied, the dates already identified, and the owner's own answers on which documents exist. Codex returns the abstract, the date calendar, the money table, the permission table, the guarantee chain and a gaps register. Codex makes no judgement about whether a clause is fair and writes no advice.

10. **Finish with the questions only a solicitor can answer, numbered and short.** Contracting out where the declaration cannot be found. A registrable lease that is not on the title. A guarantee that may still bind a previous owner. A repair covenant with no schedule of condition. A rent review with no time limit on the landlord's trigger. A side letter that may or may not bind a new landlord. Each question names the clause, states the fact found and asks one thing. Send that list with the document set. The purpose of this skill is to make the solicitor's hour cost less by arriving with the reading already done, not to replace the hour.

## Then it checks

1. Every document in the set has a row recording its date, its parties and whether the owner holds the original, a certified copy or nothing, and no row reads "probably" or "somewhere".
2. The file states the Land Registry title number and the registered term, or states that the title was not obtained and names that as an open item.
3. The file states whether the lease is inside or outside sections 24 to 28 of the Landlord and Tenant Act 1954, names the evidence relied on, and records which of the simple declaration or the statutory declaration was found and its date.
4. Every row in the money table carries a clause number from the lease or a named deed, and no row carries an amount that was not read from a document.
5. The date calendar contains every break date, review date and expiry date found in the document set, each with a start work date calculated backwards from it.
6. The file states the jurisdiction of the premises, and if the premises are in Scotland or Northern Ireland the file stops and says the England and Wales analysis does not apply.

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. Scottish commercial leases are governed by Scots law, where there is no equivalent of Part II of the Landlord and Tenant Act 1954 and a shop tenant's only statutory route is an application to the sheriff under the Tenancy of Shops (Scotland) Act 1949, which must be made "not later than the expiry of twenty-one days after the service of the notice". Northern Ireland runs its own code in the Business Tenancies (Northern Ireland) Order 1996. If the premises are in Scotland or Northern Ireland, say so and stop rather than applying an English rule to a Scottish or Northern Irish lease.
- Never state rent as a percentage of turnover as a rule to test the lease against. No published benchmark exists for a single independent UK venue, the percentages that circulate come from agents and lenders describing portfolios, and an owner who measures a real lease against a borrowed percentage will either talk themselves out of a workable site or into a rent they cannot pay.
- Never summarise a clause the owner has not supplied in full. A half read covenant is worse than an unread one, because the abstract then looks complete.
- Never record a concession, a rent free period or a landlord's promise unless it is in a document with a date on it. Every one of them is worthless in a dispute with a landlord who bought the building last year.
- Never treat a heading as the obligation. Leases are full of clauses headed "Repair" that also carry decoration, statutory compliance and reinstatement, and the liability lives in the sentence, not the heading.
- This output is a working document prepared for the owner's own solicitor and chartered surveyor to check. It applies published rules and the owner's own documents to produce a reading aid. It is not legal advice, it is not a valuation, and it is not a statement that any clause is enforceable or unenforceable.

## Built from
- Landlord and Tenant Act 1954, section 38A, https://www.legislation.gov.uk/ukpga/1954/56/section/38A, read 23 September 2026: the contracting out agreement and the two schedules it depends on, in step 4.
- The Regulatory Reform (Business Tenancies) (England and Wales) Order 2003, Schedules 1 to 4, https://www.legislation.gov.uk/uksi/2003/3096/schedules/made, read 23 September 2026: the 14 day rule, the declaration and the statutory declaration, in step 4.
- Land Registration Act 2002, section 27, https://www.legislation.gov.uk/ukpga/2002/9/section/27, read 23 September 2026: the seven year registration trigger and the consequence of not registering, in step 2.
- Landlord and Tenant (Covenants) Act 1995, section 16, https://www.legislation.gov.uk/ukpga/1995/30/section/16, read 23 September 2026: authorised guarantee agreements and their limits, in step 3.
- Landlord and Tenant Act 1927, section 19, https://www.legislation.gov.uk/ukpga/Geo5/17-18/36/section/19, read 23 September 2026: the deemed proviso on consent for assignment in subsection (1) and for improvements in subsection (2), in step 7.
- Landlord and Tenant Act 1988, section 1, https://www.legislation.gov.uk/ukpga/1988/26/section/1, read 23 September 2026: the reasonable time duty and the written reasons duty, and the covenants it attaches to, in step 7.
- RICS, "Code for leasing business premises", RICS professional standard, England and Wales, 1st edition, February 2020, effective from 1 September 2020, https://www.rics.org/content/dam/ricsglobal/documents/standards/February_2020_Code_For_Leasing_Business_Premises_England_And_Wales_1st_Edition.pdf, read 23 September 2026: the mandatory heads of terms list in step 5 and the schedule of condition point in step 6.
- Tenancy of Shops (Scotland) Act 1949, section 1, https://www.legislation.gov.uk/ukpga/Geo6/12-13-14/25/section/1, read 23 September 2026: the Scottish position relied on in the jurisdiction rule.

# lease-read

## You are given
The complete document set for one commercial lease of premises in England or Wales, held by a UK independent hospitality business. For each document: its type, its date, its parties as written on the document, whether the owner holds an original, a certified copy or nothing, and the verbatim text of every clause the owner has supplied. The Land Registry official copy of the leasehold title where one was obtained, with the title number, the registered proprietor's exact name, the registered term and the date of first registration. The owner's statement of which of the following exist and their dates: deeds of variation, licences to assign, licences to alter, licences to underlet, rent deposit deed, authorised guarantee agreement, guarantor deed, side letters, schedule of condition, agreement for lease. Every clause reference already identified by Claude for term, break, rent, review, service charge, insurance, interest, VAT, turnover rent, product tie, repair, decoration, alterations, use, assignment, underletting and reinstatement, each with the verbatim wording. The owner's confirmation of the premises address and the country it sits in. Every judgement call, including whether to instruct a solicitor, which documents to chase and whether any concession is worth relying on, has already been made by the owner and is supplied to you.

## Produce
Write into a `./lease-read-output/` folder:

1. `document-set.csv` with these columns in this order: `doc_ref`, `document_type`, `document_date`, `parties_verbatim`, `holding`, `supersedes_doc_ref`, `clauses_supplied`, `notes`. `doc_ref` is L001 upward. `document_type` is exactly one of `lease`, `counterpart`, `agreement for lease`, `deed of variation`, `licence to assign`, `licence to alter`, `licence to underlet`, `rent deposit deed`, `authorised guarantee agreement`, `guarantor deed`, `side letter`, `schedule of condition`, `land registry official copy`, `other`. `holding` is exactly one of `original held`, `certified copy held`, `plain copy held`, `not held`. Every row with `not held` is listed in `gaps.md`.
2. `abstract.md` a plain English abstract with one heading per topic in this order: parties, premises, term, break rights, security of tenure, rent, rent review, service charge, insurance, other money, repair, decoration, alterations, use, assignment and underletting, reinstatement, guarantees, rent deposit. Under each heading, the clause reference, then the verbatim wording, then one sentence stating what the wording says in ordinary words. Where no clause was supplied for a heading, the heading reads `no clause supplied` and the topic is listed in `gaps.md`.
3. `date-calendar.csv` with columns: `date_ref`, `event`, `date`, `clause_reference`, `notice_period_stated`, `start_work_date`, `source_document_ref`, `date_confirmed_from_document`. `event` is exactly one of `term commencement`, `rent payment date`, `rent review date`, `review trigger window opens`, `review trigger window closes`, `break date`, `last date to serve break notice`, `contractual expiry`, `service charge year end`, `insurance renewal`, `side letter expiry`, `other`. `start_work_date` is the date minus the notice period stated in the document, plus 90 days, and is left empty where no notice period is stated. `date_confirmed_from_document` is `yes` or `no`, and every `no` is listed in `gaps.md`.
4. `money-table.csv` with columns: `money_ref`, `item`, `clause_reference`, `amount_or_formula_verbatim`, `frequency`, `payable_to`, `vat_position`, `capped`, `cap_amount_gbp`, `interest_on_late_payment_verbatim`, `source_document_ref`. `item` is exactly one of `basic rent`, `turnover rent`, `service charge`, `insurance rent`, `reserve or sinking fund`, `interest`, `rent deposit`, `product tie`, `other`. `vat_position` is exactly one of `landlord has elected`, `landlord has not elected`, `not stated in documents`. `capped` is `yes`, `no` or `not stated`.
5. `permission-gates.csv` with columns: `gate`, `clause_reference`, `covenant_wording_verbatim`, `consent_type`, `conditions_listed_verbatim`, `statutory_overlay`, `landlord_time_limit_stated`. `gate` is exactly one of `assignment`, `underletting`, `charging`, `parting with possession`, `alterations`, `change of use`. `consent_type` is exactly one of `absolute prohibition`, `qualified, consent required`, `fully qualified, consent not to be unreasonably withheld`, `no consent required`, `not stated in documents`. `statutory_overlay` is exactly one of `Landlord and Tenant Act 1927 s19(1)`, `Landlord and Tenant Act 1927 s19(2)`, `Landlord and Tenant Act 1988 s1`, `none recorded`, and is taken only from the mapping supplied by Claude, never decided by you.
6. `guarantee-chain.csv` with columns: `link_ref`, `party_name_verbatim`, `role`, `document_ref`, `document_date`, `liability_described_verbatim`, `release_condition_verbatim`, `still_live_per_owner`. `role` is exactly one of `original tenant`, `former tenant`, `current tenant`, `guarantor of current tenant`, `guarantor under AGA`, `original landlord`, `current landlord`. `still_live_per_owner` is `yes`, `no` or `not stated`, taken only from the owner's supplied answer.
7. `security-of-tenure.md` recording, on separate lines and nothing else: the country the premises sit in; whether the lease states it is contracted out of sections 24 to 28 of the Landlord and Tenant Act 1954; the date of the landlord's warning notice if supplied; whether a simple declaration or a statutory declaration was supplied and its date; the date the lease was completed; the number of days between the warning notice and completion; and the resulting record stated as `contracted out, warning notice and declaration both supplied`, `contracted out claimed, declaration not supplied`, `not contracted out on the documents supplied` or `cannot be stated from documents supplied`. Every line names the document it came from.
8. `solicitor-questions.md` a numbered list. Each item is at most three sentences: the clause or document reference, the fact found, and one question. Nothing in this file offers an opinion on the answer.
9. `gaps.md` a numbered list of: every document recorded as not held; every heading in `abstract.md` with no clause supplied; every calendar row where the date could not be confirmed from a document; every money row with no clause reference; every permission gate recorded as not stated; every guarantee link with no document; and any figure or date supplied by the owner without a source document.

## Rules
- Codex extracts, tabulates, cross references and counts. It never decides whether a clause is fair, reasonable or enforceable, never decides whether consent would be unreasonably withheld, never decides whether a lease is contracted out, and never drafts a letter to a landlord.
- Never paraphrase a clause into the verbatim column. Where a clause was supplied, it is copied exactly, including its punctuation, capitalisation and clause numbering. Where it was not supplied, the cell is empty and the topic goes in `gaps.md`.
- Never calculate a date the documents do not support. A break notice deadline is computed only where the lease states the notice period. Where it does not, `last date to serve break notice` is left empty and listed in `gaps.md`.
- Never infer the existence of a document from a reference to it in another document. A lease that recites a schedule of condition is evidence that one was intended, not that one exists, and the row reads `not held` until the owner says otherwise.
- Never write a rent as a percentage of turnover, a rent per square foot benchmark, a market rent opinion or any comparison to other premises into any file. No such benchmark exists for a single independent UK venue and none is to be recorded.
- Never apply an England and Wales rule to premises outside England and Wales. If the country field is Scotland or Northern Ireland, write only `document-set.csv` and a `gaps.md` containing one line saying the jurisdiction is out of scope, and stop.
- 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 clause, party name and premises address is copied exactly as it appears on the document, including a misspelling, which is itself recorded in `gaps.md`.
- Every file ends with this line: this is a working document prepared for the owner's own solicitor and chartered surveyor to check before anything is signed, served or relied on. It is not legal advice and it is not a valuation.

## Return
The absolute path of every file written, the row count of each CSV, the count of documents recorded as not held and their types, the count of `abstract.md` headings with no clause supplied, the earliest three `start_work_date` values in `date-calendar.csv` with the events they belong to, the total number of money rows and how many carry a clause reference, the consent type recorded for each of the six permission gates, the number of live links in `guarantee-chain.csv`, the conclusion line recorded in `security-of-tenure.md` stated in full with the two dates it rests on, the number of questions in `solicitor-questions.md`, and the `gaps.md` item count.