rent-review

---
name: rent-review
description: Turns a rent review from something that happens to you into something you arrive at with a file: the review clause read word by word, the assumptions and disregards the valuer must apply, every date in the review machinery including whether time is of the essence, your own comparable evidence gathered with dates and terms, the third party determination route the lease actually gives you, and, for a tied pub, whether the review triggers a market rent only right with a 21 day fuse on it. Use as soon as a review date is within eighteen months, or the day a landlord's review notice lands.
---

# A rent review you walked into prepared, with the clause, the evidence and the deadlines already in a file

You give this the lease and any deed that changed the rent, the review date, any notice already served, the trading and occupation facts, and any comparable evidence you can document. You get back the review clause reproduced word for word with every assumption and disregard listed separately, a dated calendar of the review machinery including whether the landlord can still trigger it late, a comparables file where every entry carries its source and its date, the determination route the lease gives you and how a third party gets appointed, and for a tied pub the market rent only position with its deadline. It will not produce a rent. Valuing premises is a chartered surveyor's job carrying professional indemnity insurance, and a number produced by reading documents would be the most dangerous thing in the file.

## What it does

1. **Reproduce the review clause in full before analysing any part of it, and find every document that has changed it.** A rent review clause is usually one long provision with its assumptions and disregards buried in sub paragraphs, and it is routinely amended by a deed of variation or a side letter that nobody remembers. Copy it verbatim, then copy every amendment with its date. Record the review pattern, which review this is, and the date of the last agreed rent with the document that recorded it. If the last review was never documented, that is the first gap, because the passing rent is the base the whole exercise works from.

2. **Separate the assumptions from the disregards and write each one on its own line, because they pull in opposite directions.** Assumptions tell the valuer to pretend something that is not true, typically a vacant letting, a willing landlord and willing tenant, a stated term and full compliance with covenants. Disregards tell the valuer to ignore something that is true, typically the tenant's occupation, the goodwill of the tenant's business and improvements the tenant paid for. Write them out. The reason to do it as a list rather than a paragraph is that a single unnoticed assumption, for example an assumed term far longer than the lease has left, can move the answer materially and it is the sort of thing that only becomes visible when the sentence is broken up.

3. **Compare the lease disregards with the statutory disregards on a renewal, because the two exercises are not the same.** On a renewal under Part II of the Landlord and Tenant Act 1954, section 34(1) requires the court to determine the rent at which the holding "might reasonably be expected to be let in the open market by a willing lessor", disregarding any effect on rent of the tenant's or its predecessors' occupation, "any goodwill attached to the holding by reason of the carrying on thereat of the business of the tenant", the effect of qualifying tenant's improvements, and, for licensed premises, any addition to value attributable to the licence where the benefit of the licence belongs to the tenant. A lease review clause may disregard less than that. Where it does, say so plainly, because an owner who has spent thirty thousand pounds on a kitchen needs to know whether they are about to pay rent on their own money.

4. **Build the date machinery and answer the one question that decides whether a late notice still works.** Record the review date, the earliest and latest dates any trigger notice may be served, any counter notice period, any deemed agreement provision, and any date by which a third party must be applied for. Then record, verbatim, anything in the clause that says time is or is not of the essence, and anything that makes a deadline mandatory by its wording, such as a provision that a party who fails to respond is deemed to have accepted the other's figure. Deemed acceptance clauses are the ones that cost real money, because they convert an unopened envelope into an agreed rent. The RICS Code for leasing business premises states the drafting position: leases "should allow either party to start the rent review process and should not impose time limits intended to prevent a review or set a new rent through inaction by either party". Many older leases do exactly that, and the owner needs to know which kind they hold.

5. **Gather comparable evidence yourself, with a date and a source on every line, and keep transactions separate from asking prices.** For each comparable record the address, the date of the transaction, whether it was a letting, a review or a renewal, the headline rent, the area and how it was measured, the lease length, any rent free period or capital contribution, the repairing and service charge basis, and where the information came from. Mark clearly which entries are documented transactions and which are marketing particulars, because an asking price is not evidence of a rent and mixing the two produces a file a surveyor has to unpick before they can use it. The purpose here is not to value anything. It is to arrive at the surveyor with three weeks of legwork already done so the professional hours go on judgement rather than on data collection.

6. **Assemble your own trading and physical facts, and stop short of the one figure that does not exist.** Record the trading history, the covers, the opening hours, the extent of the premises, the condition, the work you have paid for with dates and invoices, and anything about the location that has changed since the last review, including a closure next door, a road scheme, a parking change or a new competitor. Do not write, and do not accept from anyone, a figure for rent as a percentage of turnover presented as the rule your rent should follow. No such published benchmark exists for a single independent UK venue, and the percentages that circulate in the trade describe portfolios and lending criteria rather than any individual site. An owner who argues from a borrowed percentage has handed the landlord's surveyor the easiest rebuttal available.

7. **Read the determination route out of the lease and write down how the third party is actually appointed.** Most clauses provide for an arbitrator or an independent expert, and the two behave differently: an arbitrator decides on the evidence the parties put in, an expert can investigate and use their own knowledge. Record which one the lease specifies, whether the lease lets either party apply, who appoints if the parties cannot agree, and any deadline for applying. The RICS Service charges in commercial property professional standard records the same appointment mechanism for service charge disputes, that if the parties cannot agree a mediator or an independent expert "the President of RICS should (on request) nominate a suitable person", and many rent review clauses adopt that structure. Record what your lease says, not what is usual.

8. **If the premises are a tied pub, test the market rent only route immediately, because it has a 21 day fuse.** Section 43 of the Small Business, Enterprise and Employment Act 2015 requires the Pubs Code to impose a requirement to offer a "market rent only option", defined as the option for the tied pub tenant to occupy under a tenancy or licence that is MRO compliant and to pay the agreed rent or, failing agreement, the market rent. The Code requires the offer in connection with renewal, a rent assessment, a significant and unforeseen price increase in tied products or services, and a trigger event. Regulation 23 of the Pubs Code etc. Regulations 2016 is the one that bites: an MRO notice "must be received by the pub-owning business within the period of 21 days beginning with the day on which the event mentioned in paragraph (1) occurred". Regulation 24 identifies one of those events as the tenant receiving notification of "a significant increase in the price at which a product or service which is subject to a product or service tie is supplied". Record the date of the event, count 21 days from it, and put that date in front of the owner before anything else in the file.

9. **Hand the structured facts to Codex and let it build the files.** Run:

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

   Claude hands over the verbatim clause and its amendments, the assumptions and disregards already separated, every date found with the document it came from, the comparables with their sources, the trading and physical facts, the determination route and the tied pub facts. Codex returns the clause file, the date calendar, the comparables register, the evidence pack and a gaps register. Codex produces no rent, no opinion and no letter.

10. **Decide who is instructed and when, and put the instruction in writing before the first meeting with the landlord.** A rent review is a negotiation with a professional on the other side, and an owner who attends alone is negotiating against someone who does this for a living. Record which chartered surveyor is instructed, what they are instructed to do, on what basis they are paid, and the date by which they need the file. Record whether the solicitor has been asked the one legal question that usually decides the outcome, which is whether the landlord's notice was validly served and in time. Then send the file. Everything before this step exists to make this step cost less.

## Then it checks

1. The review clause appears in the file verbatim, with every deed of variation and side letter that amends it listed by date, and no clause is summarised in place of being quoted.
2. Every assumption and every disregard in the clause appears as its own numbered line, and the file states for each whether it appears in the statutory disregards in section 34 of the Landlord and Tenant Act 1954 as well.
3. The date calendar states, from the words of the lease, whether time is of the essence for each deadline, and records verbatim any deemed agreement or deemed acceptance provision, or states that none was found.
4. Every comparable carries a date, a source and a label saying whether it is a documented transaction or a marketing particular, and no entry carries an unsourced rent.
5. No file in the output contains a rent figure presented as the rent that should be agreed, and no file contains a rent as a percentage of turnover.
6. Where the premises are a tied pub, the file states the trigger event, its date, the date 21 days after it, and whether that date has passed.

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 leases are governed by Scots law and the Pubs Code applies to England and Wales, so neither the review analysis nor the market rent only route can be carried across. Northern Ireland runs its own business tenancy regime under the Business Tenancies (Northern Ireland) Order 1996. If the premises are outside England and Wales, say so and stop.
- Never produce a rent. Not a figure, not a range, not a direction of travel. Valuation is a chartered surveyor's instruction and this file exists to be handed to one.
- Never state rent as a percentage of turnover, a rent per square foot norm or any other benchmark for a single independent UK venue. No published figure exists, the numbers in circulation describe portfolios and lending tests, and an owner who prices against one will either concede a rise they could have resisted or resist one they will lose.
- Never treat an asking rent or a marketing particular as evidence of a transaction. Record it, label it, and let the surveyor decide what weight it carries.
- Never ignore a review notice because the figure in it looks absurd. Deemed acceptance provisions do not care whether the figure was reasonable, and the clock runs from service, not from the day it was opened.
- Never assume a review can only go up. Whether the clause is upward only is a matter of its wording, and the answer belongs in the file in the lease's own words.
- This output is a working document prepared for the owner's own chartered surveyor and solicitor to check. It assembles the clause, the dates and the evidence. It is not legal advice, it is not a valuation, and it is not a statement of the rent that should be paid.

## Built from
- Landlord and Tenant Act 1954, section 34, https://www.legislation.gov.uk/ukpga/1954/56/section/34, read 23 September 2026: the open market basis and the statutory disregards compared with the lease disregards, in step 3.
- 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 rent review drafting position at Part 3 paragraphs 4.1 to 4.4, in step 4.
- RICS, "Service charges in commercial property", RICS professional standard, UK, 2nd edition, June 2025, effective from 31 December 2025, https://www.rics.org/content/dam/ricsglobal/documents/standards/Service-Charges-in-Commercial-Property-2nd-edition.pdf, read 23 September 2026: the RICS President nomination mechanism at core principle 3.7, in step 7.
- Small Business, Enterprise and Employment Act 2015, section 43, https://www.legislation.gov.uk/ukpga/2015/26/section/43, read 23 September 2026: the market rent only option and the occasions on which it must be offered, in step 8.
- The Pubs Code etc. Regulations 2016, regulation 23, https://www.legislation.gov.uk/uksi/2016/790/regulation/23/made, and regulation 24, https://www.legislation.gov.uk/uksi/2016/790/regulation/24/made, read 23 September 2026: the 21 day MRO notice period and the significant price increase event, in step 8.
- Landlord and Tenant Act 1954, section 25, https://www.legislation.gov.uk/ukpga/1954/56/section/25, read 23 September 2026: the landlord's proposals as to rent in a non opposing notice, which is where a renewal rent conversation actually begins, referenced in step 3.
- Business Tenancies (Northern Ireland) Order 1996, https://www.legislation.gov.uk/nisi/1996/725/contents, read 23 September 2026, and 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 jurisdiction rule.

# rent-review

## You are given
The rent review facts for one commercial lease of premises in England or Wales held by a UK independent hospitality business. The country the premises sit in, as confirmed by the owner. The rent review clause verbatim, with its clause number, together with every deed of variation, side letter or licence that amends it, each with its date. The assumptions and the disregards already separated by Claude into two lists, each item copied verbatim from the clause. The passing rent, the date it took effect and the document that recorded it. The review date in question, the review pattern, and which review in the sequence this is. Every date found in the review machinery, with the wording that creates it and the document it came from, including any trigger notice window, counter notice period, deemed agreement or deemed acceptance provision, and any deadline for applying for a third party. Any notice already served, with its date of service, the figure proposed and its content verbatim. The comparable evidence the owner has gathered, each entry with its address, date, transaction type, rent, area and measurement basis, lease length, incentives, repairing and service charge basis, and its source. The owner's trading and physical facts, the works the owner has paid for with invoice dates, and the changes in the location since the last review. The determination route named in the lease and the appointment mechanism verbatim. For a tied pub: whether the pub-owning business falls within the Pubs Code as stated by the owner, the trigger event relied on, and the date that event occurred. Every judgement call, including whether to negotiate, which surveyor to instruct and what the premises are worth, has already been made or will be made by the owner and their surveyor, not by you.

## Produce
Write into a `./rent-review-output/` folder:

1. `review-clause.md` containing, in this order and nothing else: the clause number; the clause verbatim; then a numbered list headed `Assumptions`, one item per assumption copied verbatim; then a numbered list headed `Disregards`, one item per disregard copied verbatim; then a list of every amending document with its date and the words it changed. Where the clause was supplied only in part, the file says so on its own line and the omission is recorded in `gaps.md`.
2. `disregards-comparison.csv` with these columns in this order: `disregard_ref`, `lease_disregard_verbatim`, `statutory_equivalent`, `present_in_lease`, `present_in_section_34`, `note_supplied_by_claude`. `statutory_equivalent` is exactly one of `tenant occupation`, `tenant goodwill`, `tenant improvements`, `licensed premises licence value`, `no statutory equivalent`. `present_in_lease` and `present_in_section_34` are `yes` or `no`. Every row where `present_in_section_34` is `yes` and `present_in_lease` is `no` is listed in `gaps.md`.
3. `review-calendar.csv` with columns: `date_ref`, `event`, `date`, `clause_wording_verbatim`, `time_of_the_essence_stated`, `consequence_of_missing_it_verbatim`, `source_document`, `date_confirmed_from_document`. `event` is exactly one of `review date`, `earliest date for trigger notice`, `latest date for trigger notice`, `counter notice due`, `deemed agreement date`, `last date to apply for third party`, `other`. `time_of_the_essence_stated` is exactly one of `stated to be of the essence`, `stated not to be of the essence`, `not stated in the clause supplied`. `date_confirmed_from_document` is `yes` or `no`, and every `no` is listed in `gaps.md`.
4. `comparables.csv` with columns: `comp_ref`, `address`, `transaction_date`, `transaction_type`, `evidence_class`, `headline_rent_gbp`, `area`, `measurement_basis`, `lease_length_years`, `rent_free_months`, `capital_contribution_gbp`, `repairing_basis`, `service_charge_basis`, `source`, `source_date`, `source_is_document`. `transaction_type` is exactly one of `new letting`, `rent review`, `lease renewal`, `assignment premium`, `marketing particular`. `evidence_class` is exactly one of `documented transaction`, `reported transaction`, `marketing particular`. `source_is_document` is `yes` or `no`. Rows with `evidence_class` reading `marketing particular` are never grouped, averaged or summarised with the others.
5. `evidence-pack.md` with one heading per topic in this order: the premises and their extent, condition, trading history as supplied, works paid for by the tenant with dates and invoice references, occupation history, changes in the location since the last review, and the terms of the lease that a valuer will need. Under each heading, only facts the owner supplied, each with its source. No opinion, no comparison to other premises and no figure the owner did not supply.
6. `determination-route.md` recording, on separate lines and nothing else: the clause number; the route named in the lease, stated as `arbitrator`, `independent expert`, `either at the election of a named party`, `not stated in the clause supplied`; the verbatim wording that names it; which party may apply; the appointing body named in the lease verbatim; any deadline for applying with its date; and the words `an arbitrator decides on the evidence the parties supply; an independent expert may investigate and use their own knowledge` copied exactly as the distinction Claude supplied.
7. `mro-position.md`, written only where the owner has stated the premises are a tied pub within the Pubs Code. It records, on separate lines and nothing else: the pub-owning business named by the owner; the trigger event relied on, stated as `rent assessment`, `renewal`, `significant price increase` or `trigger event`; the date the event occurred; the source of that date; the date 21 days after the event, counting the day the event occurred as day one; whether that date has passed as at the date the file is written; and the words `an MRO notice must be received by the pub-owning business within this period`. Where the owner has not stated the premises are a tied pub, the file is not written and that is recorded in `gaps.md` as not applicable.
8. `gaps.md` a numbered list of: every part of the review clause not supplied; every statutory disregard with no lease equivalent; every calendar date that could not be confirmed from a document; every comparable with no documentary source; every comparable whose area or measurement basis is missing; every element of the determination route not stated in the lease; the tied pub position where it was not supplied; and any figure the owner supplied without a date.

## Rules
- Codex reproduces, separates, dates and tabulates. It never produces a rent, never produces a range, never says whether a proposed rent is high or low, never weights comparables, never negotiates and never drafts a notice or a letter.
- Never average, median, adjust or otherwise combine comparable rents into a single figure. The comparables file is a register, not an analysis. Analysis is the surveyor's instruction.
- Never write a rent as a percentage of turnover, a rent per square foot norm or any industry benchmark into any file. No such published figure exists for a single independent UK venue and none is to be recorded, including as a comparison, a sense check or a footnote.
- Never merge a marketing particular into the documented transactions. Its row stays labelled and stays separate.
- Never infer that time is of the essence, or that it is not, from anything other than words in the clause supplied. Where the clause is silent, the cell reads `not stated in the clause supplied` and the point goes in `gaps.md`.
- Never compute the 21 day MRO date from an event date the owner supplied without a source. Where the source is missing, the date is left empty and recorded in `gaps.md` as urgent.
- Never apply an England and Wales rule to premises outside England and Wales. If the country field is Scotland or Northern Ireland, write only 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 clause, notice and statutory quotation is copied exactly, including its punctuation, capitalisation and numbering.
- Every file ends with this line: this is a working document prepared for the owner's own chartered surveyor and solicitor to check before any rent is agreed or any notice is served. 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 number of assumptions and the number of disregards extracted from the clause, the count of statutory disregards in section 34 with no lease equivalent and which ones they are, every row of `review-calendar.csv` listed as event with its date and its time of the essence status, the count of comparables split by evidence class, the number of comparables with no documentary source, the route recorded in `determination-route.md`, the 21 day date from `mro-position.md` with whether it has passed or the words not applicable, a confirmation in one line that no file contains a rent figure presented as the rent to be agreed, and the `gaps.md` item count.