In a case of interest to purchasers acquiring leasehold titles, the court considered the position where the seller’s landlord unreasonably withholds or delays consent to the assignment.

Published: 25 June 2026
Authors: Tom Freeman

The case confirms that a buyer has standing to challenge such conduct, enabling developers to take control of both the timetable and the parties’ rights to either enforce or end the sale contract.

Background

The case concerned a right of pre-emption over a mixed freehold and leasehold site in Stockport, with Stockport Metropolitan Borough Council as landlord of the leased part. The lease included a standard restriction against assignment without landlord’s consent, such consent not to be unreasonably withheld.

The buyer exercised its right of pre-emption to acquire the land, and the parties duly entered into a sale and purchase agreement, incorporating the Standard Commercial Property Conditions (SCPC).

As required by the lease and SCPC 11, the seller applied for consent to assign – which was refused (twice) by the Council.

SCPC 11.6 makes provision for what happens if consent to assign cannot be obtained. First, the deadline for completion is pushed back and then, if after six months consent has not been granted and there has been no court declaration that the landlord’s refusal was unreasonable, either party has the power to rescind the contract.

With consent refused and no application made for a declaration, the seller in this case purported to exercise its right to rescind and pulled out of the deal.

Legal argument

The buyer argued that the Council’s refusal of consent was clearly unreasonable, and so (under s.1(3) of the Landlord and Tenant Act 1988) the seller became entitled to assign without consent so that SCPC 11 no longer applied – and crucially, the seller lost its right to walk away.

The buyer therefore applied for specific performance requiring the seller to complete the sale agreement, plus a declaration that the Council’s refusal of consent to the proposed assignment was unreasonably withheld and/or delayed.

The questions for the court were therefore:

1. If consent to assign has been wrongfully refused or delayed, such that it is “no longer required”, does SCPC 11.3 fall away?
2. Can the buyer apply for a declaration that the consent to assign has been wrongfully refused or delayed by the landlord for the seller?

Decision

The court considered the first question at a single moment in time – the original completion date, at which point landlord’s consent to assign was required under the lease. Where the SCPC specifically made provision for next steps, and notwithstanding the statutory framework, the obligation on the seller under the SCPC couldn’t simply fall away.

The court was however willing to find that a contracting purchaser has sufficient interest and standing to apply for declaratory relief against the landlord, even in advance of completion of the sale of the leasehold interest – although it would also need to join the seller as a party to the litigation.

Crucially however, that step had to be taken in accordance with the deadline in the SCPC.

This had not happened in this case, and so the seller was entitled to rescind the contract.

So what?

It is not uncommon for a landlord’s delay in providing consent, or refusing consent, to scupper a transaction.  The seller will argue that it is doing all that it can to secure consent, and that a “reasonable endeavours” obligation does not require it to issue proceedings against a landlord which is holding out.

This decision is of real benefit to buyers, as it confirms for the first time that buyers can unilaterally make an application for a declaration that consent has been unreasonably withheld or delayed.  This gives the buyer much more control over the transaction and means that they are no longer beholden to a seller. If that declaration is made, the sale agreement will stand – without the obligation for the seller to obtain consent.  Any such application must, however, be made within the timescales laid down in the sale contract.

Remember too that the sale and purchase agreement can amend the SCPC. In certain circumstances, it might be worth considering whether deadlines (such as the six-month longstop date) should be extended to allow both parties more time to consider their options (and to litigate, if required), particularly where strategic acquisitions are key to wider deals.