UK: Singh V Dhanji (Consent To Alienation)

Last Updated: 21 May 2014
Article by Georgina Redsell

The Court of Appeal recently considered an appeal from a claim against a landlord for damages for breach of his statutory duty arising out of his refusal to consent to the assignment of a lease of dental premises in Nottingham: Singh v Dhanji and Dhanji [2014] EWCA Civ 414. The Trial Judge had granted a declaration that the landlord's conditions for permitting the tenant to assign the lease were unreasonable and awarded the tenant damages of £183,000 plus interest of £31,000.

The Facts

The landlord let the premises for a 15 year term from 10 March 2000. A number of disputes had arisen between the parties prior to this one, including a claim by the tenant for breach of warranty in relation to the sale. In addition, rent had not been paid by the tenant for more than a year because the landlord had closed the account to which the rent was to be paid. The landlord then forfeited the lease by peaceably re-entering the property in the evening, changing the locks and turning off the electricity. This resulted in a successful application by the tenant for an injunction to restore her to possession and later an order for relief from forfeiture.

Whilst peaceably re-entering the property, the landlord noticed that the tenant had carried out extensive refurbishment works. The works were carried out in 2004 at a cost of around £140,000 and the tenant did not tell the landlord about them at the time. On 26 July 2007, the tenant's solicitors wrote to the landlord asking for consent to an assignment. The landlord responded on 7 August 2007 to say that he was preparing notices in relation to breaches of the lease and that until these breaches were resolved no assignment would be approved. On 23 August and 9 September 2007, the landlord served a number of section 146 notices on the tenant. On 17 September 2007, the landlord consented to the assignment on various conditions - including that all of the breaches of the lease specified in the section 146 notice were remedied.

The tenant responded by saying that she denied breaches but even if the breaches complained of were genuine they were of such a minor nature that they should not adversely affect the value of the landlord's interest in the property. On 24 September 2007 the landlord brought a claim for possession based on the section 146 notices. Shortly afterwards the tenant brought a claim for a declaration that she was entitled to damages for unreasonable refusal of consent to assign.

The Law

Section 1 of the Landlord and Tenant Act 1988 provides that where a lease contains a covenant not to assign, underlet, charge or part with possession of the property and it is subject to a qualification that consent should not be unreasonably withheld then the landlord owes the tenant a duty, within a reasonable time, to: (i) give consent (except where it is reasonable not to give consent); and (ii) serve the tenant with written notice of the landlord's decision specifying any conditions (if consent is given subject to conditions) or any reasons for refusal, if consent is withheld.

The burden of showing that the conditions of the consent were reasonable fell on the landlord. It was argued on his behalf this did not mean having to show that his reasons were right or justifiable but just that they were conclusions that might be reached by a reasonable person in the circumstances. It was accepted on behalf of the landlord that the mere fact that the landlord is able to identify a breach of covenant does not mean that he is reasonable to refuse consent. The question is whether the breach of covenant is of such a nature so as to justify the refusal of consent to assign, which involves a consideration of the nature and gravity of the breaches complained of.

The Decision of the Trial Judge and Court of Appeal

The breaches complained of in the section 146 notices included breaches of fire precautions, steps taken to prejudice insurance cover, breach of decorating covenants and restrictions on signage and the refurbishment works. The Judge found that none of the alleged breaches were proven and declined to make an order for possession. The Judge also considered whether the conditions imposed by the landlord on his consent to the assignment were reasonable. In doing so, the Judge noted that the reasonableness or unreasonableness of refusal depends upon the degree of seriousness of the breach and on whether the landlord's position is prejudiced by the assignment. The Judge found that the breaches of covenant alleged were not serious enough to have provided reasonable grounds for imposing a conditional consent that they were remedied, even if the breaches had been proven. The Court of Appeal was satisfied that the Judge had sufficient basis for holding that the refusal of consent was unreasonable. They noted that the Judge was well aware that the landlord raised no objection to the identity of the proposed assignee. In addition, most of the alleged breaches were ones which, even if they were proven, could be taken up with the new tenant. Other breaches were trivial and minor in nature. The Court of Appeal found there was nothing in the findings of fact by the Trial Judge which the Court should interfere with.


This case is a useful reminder of the approach which a landlord is obliged to take when responding to an application for consent to an assignment. The burden will be on the landlord to show that any conditions or reasons for refusal are reasonable. Trivial breaches of lease which cause no real prejudice to the landlord are unlikely to be regarded as sufficient grounds for withholding consent.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.