In a lease, as in life, you can’t set rules that will exactly cover every imaginable situation. The best you can do is to require that people act reasonably. Lawyers use “reasonable” and “reasonably” in all manner of legal documents. For more than a century, courts have pronounced on what that actually means when applied to individual cases. So, it is the perfect word to use in order to set a standard for the landlords’ or the tenants’ actions because there are bound to be close precedents to explain what exactly is required in a given situation.
Around the turn of the 19th to 20th centuries an invented person became the arbiter of legal disputes – “the ordinary reasonable man”. ‘What would the ordinary reasonable man have done?’ a judge would ask himself. This person was given a more life-like persona – the ordinary reasonable man was a passenger on the Clapham omnibus.
“Reasonableness” became the test in cases of negligence. Given the vast number of negligence cases over the past century, what is “reasonable” has been decided on by judges more than any other concept.
“Reasonableness” will be particularly important to you in the lease you take of business premises.
The lease will impose a lot of obligations on you – in fact most of the pages of the lease are taken up by the tenant’s obligations – and you don’t want to take on obligations which you have to obey, come what may. You want some allowance to be made for circumstances which make it impossible for you to do what you would otherwise normally do.
Most of the job your solicitor will do for you will be going through the lease, line by line, looking for obligations where you are absolutely required to do something, and then adding “where reasonably necessary” or “when reasonably requested to do so”.
You also have an interest in making sure that the landlords act reasonably with regard to their obligations. Let’s imagine there is an obligation on the landlords to make good any damage done to the building. You don’t want the landlord to be able to take advantage of some lack of disrepair to the roof as an excuse to give himself a beautiful new roof, and then sticking you and the other tenants with the cost by way of service charge, when he could really have got by with replacing a few slates. You will want the landlord’s ability to be able to do repairs (or other costly items that could be charged back to tenants by way of service charge) to be limited to “reasonable” repairs only.
“Reasonable” really is the most important word in the property solicitors’ dictionary.
It is particularly relevant if you want to sell your lease. You will need your landlord’s consent. It’s essential that the lease should say that the landlord’s consent cannot be unreasonably withheld. This works for the landlord as well because it allows the landlord to oppose a sale of the premises in circumstances where it genuinely would be unreasonable for the proposed assignee to take over – if he is bankrupt or has a serious criminal record.