Bickel v Duke of Westminster: CA 1977

The freeholder had refused consent to an assignment of the head lease of a house to a lady who, if she had become tenant under the head lease for five years, would have been entitled to buy the freehold from the Estate. The existing tenant was a company who would achieve no such right.
Held: The refusal was proper. The reason for refusal was related to the personality of the assignee, and in particular the fact that she was a natural person, not a corporation.
Lord Denning MR considered earlier cases and continued: ‘If those cases can properly be regarded as laying down propositions of law, I would agree that we ought to hold the landlords’ refusal to be unreasonable. But I do not think they do lay down any propositions of law, and for this reason. The words of the contract are perfectly clear English words: ‘such licence shall not be unreasonably withheld.’ When those words come to be applied in any particular case, I do not think the court can, or should, determine by strict rules the grounds on which a landlord may, or may not, reasonably refuse his consent. He is not limited by the contract to any particular grounds. Nor should the courts limit him. Not even under the guise of construing the words. The landlord has to exercise his judgment in all sorts of circumstances. It is impossible for him, or for the courts, to envisage them all. When this lease was granted in 1947 no one could have foreseen that 20 years later Parliament would give a tenant a right to buy up the freehold. Seeing that the circumstances are infinitely various, it is impossible to formulate strict rules as to how a landlord should exercise his power of refusal. The utmost that the courts can do is to give guidance to those who have to consider the problem. As one decision follows another, people will get to know the likely result in any given set of circumstances. But no one decision will be a binding precedent as a strict rule of law. The reasons given by the judges are to be treated as propositions of good sense – in relation to the particular case – rather than propositions of law applicable to all cases. It is rather like the cases where a statute gives the court a discretion. It has always been held that this discretion is not to be fettered by strict rules: and that all that can be properly done is to indicate the chief considerations which help to arrive at a just conclusion: see Blunt v Blunt [1943] AC 517; Ward v James [1966] 1 QB 273.’


Lord Denning MR


[1977] QB 517


England and Wales

Cited by:

ApprovedAshworth Frazer Limited v Gloucester City Council HL 8-Nov-2001
A lease contained a covenant against assignment without the Landlord’s consent, such consent not to be unreasonably withheld. The tenant asserted, pace Killick, that the landlord could not refuse consent on the grounds that the proposed tenant might . .
ApprovedWest Layton Ltd v Ford; West Layton Ltd v Joseph and Another CA 12-Feb-1979
When considering whether to consent to an assignment of a lease, a landlord need consider only his own interests. . .
CitedAshworth Frazer Ltd v Gloucester City Council CA 3-Feb-2000
A landlord could not refuse to consent to an assignment because of a belief, even if reasonably based, that the intended use by the prospective assignee would be a breach of covenant under the lease. That did not mean that a landlord could not after . .
CitedNCR Ltd v Riverland Portfolio No.1 Ltd ChD 16-Jul-2004
The tenant complained that the landlord had unreasonably delayed approval of a proposed underletting.
Held: The court had to bear in mind that the consent was to an underlease, and that therefore there was no privity between the landlord and . .
CitedInternational Drilling Fluids v Louisville Investments (Uxbridge) Ltd CA 20-Nov-1985
Consent to Assignment Unreasonably Withheld
The landlord had refused a proposed assignment of office premises from a tenant who had occupied the premises as its permanent offices, to a tenant who proposed to use the premises as serviced offices – that is, for short-term rent to others. The . .
CitedNorwich Union Life Insurance Society v Shopmoor Ltd ChD 10-Apr-1997
The tenants had applied for a licence to assign the property. The landlords had prevaricated, and the judge found their delay unreasonable and that it amounted to an unreasonable withholding of consent. They now appealed.
Held: The 1988 Act . .
CitedSequent Nominees Ltd (Formerly Rotrust Nominees Ltd) v Hautford Ltd SC 30-Oct-2019
The tenant promised in the lease not to apply for any planning permission without the consent of the landlord, not to be unreasonably withheld. The tenant wished to apply for planning permission for a change of use of part of the demised premises, . .
Lists of cited by and citing cases may be incomplete.

Landlord and Tenant

Updated: 24 April 2022; Ref: scu.180308