Perfectly placed to advise on commercial leases.
Lease Consultancy
Perfectly placed to advise on commercial leases.
Strategic advice to optimise lease terms and protect property value
Sanderson Weatherall provides specialist lease consultancy for landlords and tenants across the UK. We combine market data with technical expertise to manage risk and maximise commercial outcomes at every stage of the lease lifecycle.
Our team operates across all sectors—including retail, industrial, and office markets. We deliver clear, evidence-based advice that ensures your lease remains a strategic asset rather than a liability.
Our services
Processes
If you can’t find the help you need here, contact us on the form below and a member of our team will get back to you.
On instruction from the Client, whether the Client is landlord or tenant, the process would involve:
- Obtaining and reviewing the lease and any deeds of variation and licences for alterations.
- Identifying and reporting to the Client on opportunities to reduce the rent payable (if the Client it the tenant) or increase the rent payable (if the Client is the landlord). Rent review clauses with trigger notices or similar provisions will be identified and information passed to the Client and/or their solicitors to enable notices to be given where required to trigger validly the rent review.
- Checking for time of the essence provisions that may affect the strategy for handling the rent review.
- Inspecting the premises and undertaking market research.
- Reporting findings to the Client and on receipt of instruction entering into negotiations.
- Work in progress on all events to be reported on a regular basis. Where there are multiple events a tracker spreadsheet will be set up and hosted on a shared site providing 24 hour live access.
- Upon reaching provisional provided recommendations for formal approval and sign off.
- On receiving authority to proceed we deal with the circulation of memoranda.
- Where it is not possible to agree the rental value amicably, full discussion is held with the Client so that a commercial decision can be made on whether to pursue dispute resolution. The key outcome is to achieve best value but weighed against risk and cost. Where deemed appropriate, the matter will proceed through the dispute resolution process involving the issuing of Calderbank offers and the providing Expert Reports on value, liaising with all stakeholders.
On instruction from the Client, whether the Client is landlord or tenant, the process would involve:
- Obtaining and reviewing the lease and any deeds of variation and licences for alterations.
- Liaising with the Client to understand the ongoing property requirements / strategy.
- Inspecting the premises and undertaking market research.
- Following instruction, initiate the renewal process by providing sufficient information to the Client’s solicitors to enable them to serve appropriate notices to renew or respond to notices received.
- Once terms are provisionally agreed, full details would be reported to the Client to enable well informed business decisions to be made.
- Where the renewal is not opposed and the Client wishes to renew (if tenant of offer a renewal (if landlord), negotiate renewal terms in accordance with those instructions to achieve best value.
- Where the renewal is not opposed but the Client (if tenant) does not wish to renew, seek to maximise best value in negotiating the Interim Rent (if applicable) and managing the exit.
- Where the renewal is opposed, take all necessary steps to achieve best value in negotiating the Interim Rent (if applicable), securing statutory compensation and managing the exit.
- Protect the Client’s position at all times by providing necessary information to the Client’s solicitors to enable them to serve all notices, claim forms etc… within relevant time limits and by taking all appropriate steps within relevant time limits during any renewal proceedings that are issued.
- Where best value cannot be achieved by negotiation, take all necessary actions to achieve best value via the Court or PACT process.
On the instruction from the Client, whether the Client is landlord or tenant, the process would involve:
- Obtaining and reviewing the lease and any deeds of variation and licences for alterations.
- Identifying and reporting to the Client on opportunities to improve existing terms of occupation and/or renewed terms of occupation if tenant, or enhancing investment value if landlord.
- In the case of a lease identified with the Client where there is an opportunity to extend the length of term, this will typically involve the tenant receiving rent free or capital incentive in return for the additional commitment that enhances the landlord’s investment value.
- Removal of a break option can also be mutually beneficial to the parties. From the tenant’s perspective this can again be an opportunity to seek rent free incentive, a lower rent or some form of other benefit from the landlord in return for the additional term commitment.
- Once terms are provisionally agreed these would be reported to the Client for approval. All necessary information would be provided to the Client’s solicitors to enable the relevant documentation to be drawn up and we would liaise with the Client’s solicitors through to completion.
With our expert team, you're in safe hands
All members of Sanderson Weatherall’s lease consultancy team are MRICS qualified or undertaking their Assessment of Professional Competence and working towards this qualification and act in accordance with all relevant RICS Professional Statements and Guidance Notes including:
- Rules of Conduct (October 2021).
- Conflicts of Interest (1st Edition, March 2017).
- Code for Leasing Business Premises (1st Edition, February 2020).
- RICS Property Measurement (2nd Edition, January 2018).
- RICS Code of Measuring Practice (6th Edition, May 2015).
- Surveyors Acting as Expert Witnesses (4th Edition).
In addition to RICS requirements, the team also act in accordance with general industry related regulations including:
- Minimum Energy Efficiency Standard (MEES)
- Anti Money Laundering (AML)
In respect of our lease renewal work, all members of the team are also well versed on the Landlord and Tenant Act 1954 governing the renewal of commercial business tenancies.
FAQs
Your questions, answered. Clear insights for confident decisions
Unless excluded from the Landlord and Tenant Act 1954 a tenant of business premises in England and Wales is automatically entitled to the
grant of a new lease (the Act does not apply in Scotland).
Crucially employing a surveyor to act for you can potentially save you significant sums by protecting you from paying rent in excess of the market
value. At lease renewal both the rent and the new lease terms fall to be negotiated and for tenants it’s important to realise that the rent can go down if market conditions have changed.
The landlord may trigger negotiations under the Act, by service of a Section 25 Notice, or the tenant may by service of a Section 26 Request,
in either case proposed terms can be laid out by either party, although this cannot be more than 12 months before the current lease expiry date.
The landlord can refuse the grant of a new tenancy on specific grounds under the Act (e.g. redevelopment) but must prove these at Court if challenged by the tenant; in practice such refusals are relatively rare.
Under the Act, if neither party initiates the process of lease renewal by the expiry date the tenant continues to hold over on the terms of the current lease at the current rent. If the landlord is aware that the rental value of the property has fallen it is unlikely to be in any hurry to crystallise its loss, leaving the tenant to continue paying over the odds, which might be why you have heard nothing from them.
To avoid this situation you should seek professional guidance, ideally at least 12 months before the due date. A Chartered Surveyor can advise on
rental value and negotiate to secure the best possible terms under the new lease, which might include a shorter lease term (than at present). Acting for the tenant of a shop unit I recently achieved a reduction of
£15,000 per annum under a new 5 year lease with a break option at the 3rd year, offering greater flexibility and limiting their liability.
It is also important to understand that once formal procedures are instigated under the Act the tenant can still lose its security of tenure if it
does not comply with the deadline set out in the notice. Having a Chartered Surveyor instructed to act for you will also safeguard against the possibility of this happening.
When you receive a rent review notice, it is important to check your lease to see if there are any time limits and consequences of non-compliance and then gather further property information to arrive at a reasoned decision before you respond.
Whatever the landlord’s proposal you should ask him to justify how he has arrived at it by confirming his assessment of the floor area of the property, the rent per sq. ft. he has applied and supporting comparable transactions.
It’s also important before agreeing anything to consider the remaining term of the lease; if there are 10 years left to run an uplift of say £2,000 per annum becomes a considerable liability over this period. There can be all sorts of arguments to justify a reasoned reduction from the landlord’s figure in terms of the quality of the evidence and therefore it may be wise to seek professional help.
An experienced Chartered Surveyor will be able to compare the terms of your lease and the physical factors of your premises to those of the comparables put forward and introduce other comparable evidence that the landlord may be unaware of, or failed to mention, in order to support a lower figure.
If you are unhappy with the landlord’s rent review proposal you might be able to shave something off the figure yourself, but if matters remain unresolved the landlord may invoke the third party referral procedure and an Arbitrator or an Independent Expert will be appointed to resolve the dispute.
If this happens then the tenant will become liable for half of the Arbitrator or Expert’s costs, or possibly all of them if at the landlord’s request they proceed to a rental award or determination, the outcome of which is at or above the landlord’s ‘Calderbank Offer’ (an open offer to settle in writing disclosed to the third party after the issue of his award or determination on the issue of costs)*.
Returning to the opening conundrum you can challenge an increase and you won’t lose your premises, but getting the wrong outcome could adversely affect the viability of your business.
Lastly if you have not heard from the landlord by the review date and want certainty there is usually nothing to stop you initiating the process, but it
would be sensible to seek an opinion of the current rental value beforehand.
* Following the principle established in the court case Calderbank v Calderbank (1975)
Without prejudice
Statements made or letters written including the words ‘without prejudice’ are protected in law from being used in evidence in dispute resolution proceedings. This privilege is due to the need recognised by the courts to allow surveyors and other advisers room to negotiate in an attempt to avoid subsequent proceedings.
The points to be watched are as follows:
- Once the words ‘without prejudice’ have been placed on a letter, either in the text or as a heading, all further correspondence which is linked is also likely to be under the cloak of ‘without prejudice’.
- Nevertheless, to be certain that all subsequent letters are ‘without prejudice’, it is safer to mark them as such because there is a danger that they might be seen to be ‘open’ if there is a clear break in the correspondence.
- Correspondence protected by the words ‘without prejudice’ can only be ‘opened’ with the consent of both parties.
- Once agreement is reached, ‘without prejudice’ correspondence becomes ‘open’. A ‘without prejudice’ offer which is accepted cannot be withdrawn.
- It is not appropriate to use the words ‘without prejudice’ on all correspondence. The words can be positively harmful when used in the initial notice machinery under a rent review and it has been held that a notice was invalidated by including ‘without prejudice’.
- It can be useful to keep correspondence open when negotiating provided care is taken. For example:
- It discourages your opponent from withdrawing from statements he has made and reduces the areas of dispute.
- It enables a file of correspondence to be produced in dispute resolution proceedings which is designed to assist the presentation of the case.
- It enables emphasis to be placed on the areas of concession which would be protected by the words ‘without prejudice’ which, failing agreement can be withdrawn.
- It should be remembered that ‘without prejudice’ correspondence may still be referred to by the courts and arbitrators for the purposes of arriving at costs and should not therefore be relied upon as a cover‑up for all sins.
Subject to contract
At rent review, offers made “without prejudice” are still capable of acceptance unless they are also marked “subject to contract”. Accordingly, offers put forward during the course of
negotiation should also be marked “subject to contract”, if client approval is still required.
‘Subject to contract’ must always be applied in the case of lease renewals. It is up to the solicitor to draw up the contract and finalise the terms. The surveyor agrees the heads of terms and this agreement must be ‘subject to contract’ to allow the other terms to be agreed and finalised subsequently.
As with the words ‘without prejudice’ it has been held that a trigger notice in the rent review machinery of a lease which included the words ‘subject to contract’ was invalid.
- Parameters
An Independent Expert is appointed to give his or her opinion on the question put by the parties but does not have to reach a compromise between the two parties and only rely on the information provided. They are tasked with using their expertise to arrive at a decision concerning the matter put by the two parties i.e if the tenant representative was seeking a rent of £50,000 pa and the Landlord representative was seeking a rent of £75,000 pa the Independent Expert can use their own judgement and determine a rent at £90,000 pa if there is further evidence they are aware off that supports that level of rent.
An Arbitrator on the other hand has to follow the Arbitration Act 1996, which is quasi-judicial process, whereby decisions are made based on the Expert Reports and Points of Reply submitted by the parties and a decision is made between the two sides’ cases i.e if the tenant representative was seeking a rent of £50,000 pa and the Landlord representative was seeking a rent of £100,000 pa the Arbitrator would have to Award a rent between £50,000 pa and £100,000 pa.
- Redress
An Independent Expert may be sued for professional negligence in determining the cases before them if the evidence they rely on is incorrect, while an Arbitrator enjoys ‘judicial immunity’, because their role under the Arbitration Act 1996 is merely to arbitrate between the range of possibilities put to them by the parties. That said, the Arbitrator must disclose any information to the parties that he might further rely on. If he does not do this the Award could be challenged.
- Statutory position
Arbitrators are governed by the Arbitration Act 1996, but there is no statute governing the role of an Independent Expert. As a result, the Independent Expert can only proceed on the basis of a contract agreement between the parties (i.e. the lease) that sets out what the Independent Expert can and cannot do.
One of the most common issues arising from this is the position on costs.
In the case of an Arbitration, in light of the Arbitration Act is it typical, in line with the civil procedure rules, that the winning party is usually awarded part or most of its costs, fees and charges from the loosing party. This is known as ‘costs follow the event’.
However, the Independent Expert can only determine costs if the lease allows him/her to do so or the parties separately agree that he/she may do so.
- Disclosure
An Arbitrator can seek disclosure of documents and compelling attendance of witnesses is accomplished via the court system under the Arbitration Act 1996.
Calderbank offers are a tool used during rent review negotiations to put pressure on the opponent to settle and as protection against paying costs of the dispute resolution process. They expose the recipient to the risk of having to meet the costs if the matter is referred to for dispute resolution and the sender’s case succeeds. They are made ‘’without prejudice save as to costs” and remain undisclosed to the dispute resolver until after his award/determination on rent has been made.
Calderbanks should be made as early as possible and must give a reasonable time period for the other party to accept. 21 days is generally considered reasonable. They can be withdrawn and reissued, if for example matters change as a result of continuing negotiations.
Similar (but not identical) to Calderbank letters, but used in lease renewal proceedings. Again they are a tool used to concentrate the mind of the opposition and to protect the sender on the issue of costs.
The offer must be in writing and indicate that it is made pursuant to Part 36 of the Civil Procedure Rules. It must remain open for acceptance for at least 21 days.
It is wise to seek advice from solicitors if considering service of a Part 36 offer and for the solicitors themselves to carry out service in the appropriate format.
From 2027/28, a ban on upwards only rent reviews is expected to be enforced.
An upwards only rent dictates that during a scheduled rent review, the rent can either increase (if the market value of the property has gone up) or stay the same (if market rents have fallen or stayed flat). In short, rent can go up but it can never go down.
Since the 1970s, upwards only rent reviews have been one of the defining features of commercial leases in the UK. They have provided landlords with security of income and confidence in the long-term performance of their asset for the full lifetime of their agreed leases. However, with growing political scrutiny and increasing calls for reform, this longstanding position is now set to change.
What leases are affected?
The government is planning a ban that applies to almost all business leases (even contracted-out ones), as long as the tenant is actually running a business from the space when rent is reviewed.
- No sneaky workarounds: Landlords can’t bypass the rule using side letters or hidden agreements. The law will simply ignore them.
- When it happens: It won’t kick in until around 2027 or 2028 (though no exact date is set yet).
- Catching existing leases: While it mainly applies to new leases signed after the law passes, there is a catch: it will also apply retrospectively to any lease renewals made after March 17, 2026 (though the exact definition of a “renewal” is still pretty vague).
Will the Ban Backfire?
While the proposed ban on upward-only rent reviews aims to promote fairness and align long-term leases with true market forces, it raises critical questions about the future of commercial property investment. Far from guaranteed success, the legislation could trigger several unintended market adaptations:
- Shift to Shorter Leases: Landlords may favour short, contracted-out leases to maintain leverage and protect income during renewal negotiations.
- Higher Starting Rents: Premium pricing on initial rents could become common practice to compensate landlords for future risk.
- Alternative Rent Structures: To circumvent standard market reviews, landlords might pivot toward index-linked reviews (which historically rarely decrease) or fixed stepped increases.
Ultimately, whether the ban will build economic resilience or simply push the market toward workarounds depends heavily on the upcoming government consultation and the clarity of the final legislation.
The Importance of Early Advice
Whether you are a landlord or an occupier, securing specialist advice well ahead of key lease events is essential. You shouldn’t wait for the new legislation to take effect before reviewing your strategy.
If you’d like to explore how the ban on upward-only rent reviews might impact your commercial property portfolio, please feel free to reach out.
Our lease consultancy team
Perfectly placed expert negotiators.
Recent Work
Domino's - Essex Road, Islington
Review referred to Independent Expert and determined with a £650 pa increase despite LL’s surveyor submitting at a £9,750 pa increase.
Surveyor: Andrew Udall
Huws Gray - Newbury
Settled review without LL’s surveyor realising Huws Gray had removed a mezzanine of 1,449 sq ft, which at 50% of the agreed figure of £12.00 psf for the ground floor saved £8,694 pa.
Surveyor: Andrew Udall
Osbourne Clarke Solicitors - One London Wall
Rent reviews on three floors of City offices settled at a total rent of £2,591,480 pax, which was a total saving of £292,155 pa from the quoting rents.
Surveyor: Andrew Udall
Plantation Industrial Estate, Ashton-under-Lyne
- Rent review referred to third party determination.
- The passing rent was £262,500 per annum and the landlord sought £342,550 per annum.
- We submitted a Calderbank offer of £300,000 per annum.
- The third party ultimately determined a rent of £290,000 per annum, meaning we were successful both on the rental determination and on costs.
- The review date was 16 March 2024, although the determination concluded last year.
Surveyor: Kim Murray
Unit 1, St Mary's Industrial Park, Talbot Road, Hyde
- Lease renewal completed on a new 5 year term.
- The previous rent was £86,115.92 per annum and we agreed a new headline rent of £139,500 per annum, delivering a significant uplift for the client.
Surveyor: Kim Murray
Fatface, Wells
Agreed lease renewal with rent dropping from £60,500 pax to £53,000 pax.
Surveyor: Andrew Udall
Domino's, Tooting
Referred to Independent Expert on two reviews, one nil and the second only a £500 pa increase.
Surveyor: Andrew Udall
Smash Burger, Brighton
Settled rent review at £105,750 pax against quote of £130,000 pax.
Surveyor: Andrew Udall
William Jackson Foods/Wellocks, Harlow
Settled review on industrial unit at £203,820 pax against quote of £251,400 pax.
Surveyor: Andrew Udall
Case Studies
Lease Consultancy
Lease Consultancy
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