Healys’ Corporate team has extensive experience and expertise in advising on mergers and acquisitions and acts regularly for clients across a wide range of sectors, and multiple jurisdictions.

Our team recognises the complex legal issues involved in M & A transactions, and understands the need for a comprehensive and efficient legal service. We work closely with our clients through their acquisitions and disposals, providing committed transaction management and seamless solutions.

We tailor our solutions to each matter, ensuring that our clients are provided with a dedicated team of experts to project manage each transaction and resolve any issues as they arise. Combining the expertise of other specialised legal teams at Healys with a network of trusted industry partners, including financial and tax advisers, we can assist and advise you with all M & A matters, both in the UK and internationally.

For more information regarding Healys’ corporate legal services, please contact Corporate Partner, Karen Lord on 01273 – 669 124 or email her at: karen.lord@healys.old-website.shout-loud.co.uk. 

Our IT and IP team advises both suppliers and users of technology goods and services in the public and private sector, from start ups to multinational companies.

Our services include:

• Negotiating, Drafting and providing regulatory advice on technology commercial transactions,
• E- and mobile commerce including website policies and terms and conditions,
• Media and entertainment content licensing,
• Telco and ISP agreements,
• Data protection,
• Cloud computing,
• System procurement and integration,
• Exploitation of intellectual property rights.

Experience of our team includes several years as in-house lawyers for multinational software and hardware companies on both sides of the Atlantic.

This experience provides intimate knowledge of UK, EU and US legal requirements for sale and use of technology goods, IP protection, revenue recognition and GAAP, data protection and privacy policies and export restrictions.

We have particular experience in large and complex outsourcing, software licensing transactions, interactive entertainment, bespoke software development and consulting services with large corporate multinational companies.

Our areas of expertise include the following:

• Outsourcing
• Software, technology and know-how licensing
• Software development
• Consulting and maintenance services
• E-commerce and website terms and conditions
• Cloud computing issues
• Hardware procurement
• Training
• Service level agreements
• Distributor and agency agreements
• Data protection and privacy
• Systems integration
• Franchising
• Brand licensing
• Sponsorship, merchandising and endorsement agreements
• IP protection and enforcement including copyrights, trade marks, trade secrets and domain names

Our advisers can give advice on UK, USA and EU law and policy regulating transactions. In addition, where projects have an element requiring legal advice outside these countries, Healys can call upon a seamless network of worldwide legal experts to assist.

A tenant of business premises, eg a shop or a restaurant, usually has a statutory right at the end of a tenancy to remain in their premises and to renew their tenancy.

However, the tenant can agree with the landlord before the start of the tenancy that the business tenancy will not be “protected” by the above statutory right. This is known as an “excluded tenancy”. Very short tenancies are also not protected.

The law in this area is a minefield and a potential trap for the unwary. Major changes to the law were made in 2004 with the aim of making the process more flexible, eg the process of agreeing an excluded tenancy (where the tenant does not have a statutory right to review) was made easier.

Whilst these have largely been beneficial, the changes have also created new areas of uncertainty and a different set of potential traps and deadlines. The downside for the tenant is that if he does not adhere strictly to the procedure he could lose his statutory rights and could have to move out of his premises. This could have a disastrous impact on the tenant’s business.

The renewal process is started by either the landlord or tenant firstly serving a formal notice. Upon the notice period expiring, either party can apply to the Court, although usually the parties agree to extend the deadline. The parties have a free hand in negotiating the terms of the new lease, eg the rent or duration, but ultimately if they are unable to reach agreement the terms will have to be decided by a Court which has less freedom of manoeuvre. Both landlord and tenant should engage a surveyor/valuer to advise on the level of the new rent.

Landlords have a limited right to oppose renewal in certain circumstances. In some cases this will require the landlord paying compensation to the tenant which is assessed by a statutory formula.

Why use our Commercial Property Solicitors?

We have extensive experience and expertise in dealing with business tenancy renewals and have the ability and expertise to move quickly, draft the necessary documentation and achieve a quick, decisive and positive result.

It is vital for businesses that tenants have a suitable property from which to run their commercial, business or investment undertakings. Commercial leases can prove to be complex documents that regulate the relationship between landlord and tenants. Nowadays, commercial leases tend not to be unduly harsh or restrictive to the tenant. It seems that the most complex provisions of the lease are those related to rent review. Rent reviews allow the periodical adjustment of commercial rents to the market level at the date of review. The rent review is an area that has taken up, for years, time and expense to determine disputes between landlords and tenants, regarding the amount of rent passing at various stages throughout the life of a lease.

Negotiation of Provisions

In order to reduce the stress, delays and expenses, when the commercial lease is being reviewed, both landlords and tenants should ought to ensure that they are aware of the rent review process and negotiate these provisions. Shorter leases (between 10 and 15 years) are nowadays more popular with landlords and tenants. Traditionally, UK commercial leases were granted for 20 years or more. Rent review clauses were introduced to combat high inflation levels and up to the 1960s reviews were at 7 to 14 year intervals. At the present time, the rent review clause sets out when each review will take place (usually every three to five years), the method of review, and provisions for dealing with disputes if they arise.

In Crawford v Bruce (1992), the court held that a review clause in a lease was void because it only provided for the rent to be reviewed every three years, but did not say how. In City of Aberdeen Council v Clark (1999), the clause provided for either party to require the rent to be renegotiated at the end of each period of twenty-one years, and failing agreement for the rent to be determined by an arbiter. The court held that the clause was workable, and that the lease said how the review was to be determined, albeit somewhat short on detail.

Code for Leasing Business Premises

The ‘Code for Leasing Business Premises in England and Wales 2007’ represents both owners (landlords) and occupiers (tenants). The Code aims to promote fairness in commercial leases, and recognises a need to increase awareness of property issues (specially for small businesses), ensuring that occupiers of business premises have the necessary information to negotiate the best deal for them. This Code specifically states that rent reviews should be clear and headline rent review clauses should not be used. If landlords are requested by tenants for alternatives to their proposed option for rent, they should be able to do it according to a risk-adjusted basis. For example, alternatives to upward only rent review might include up and down reviews to market rent with a minimum of the initial rent (or reference to another measure).

Leases may contain provisions allowing the landlord to change the rent. These provisions should be clear and understandable and should clearly indicate that the landlord cannot simply impose a rental increase. In case, landlords are unable to offer alternatives, they should justify it. Commercial leases should allow both landlords and tenants to start the rent review process. Usually, the method of recalculating a commercial rent is through revaluation in the open market at review date. The rent review should be to the market rent unless clearly stated otherwise and if the tenant agrees over increases fixed to an index, then the basis should be a published, independent, authoritative source.

Tenants and landlords should understand the basis on which the rent can be changed. For example, can the rent go down as well as up? The tenant should see if the landlord is ready to allow upward or downward rent reviews, or if the tenant could ask for a ‘break option’. The commercial lease should also include a provision allowing tenants to serve a rent review notice on the landlord. Tenants should make sure that the interest rate on the difference is no higher than bank rates. The landlord loses interest on the difference if he or she does not initiate the rent review process prior to the review date.

Carrying out the rent review?

If the lease does not provide for upwards-only rent review, but only provides for the landlord to be able to initiate the review, then the courts have stepped in to protect the tenant; this happened in Royal Bank of Scotland plc v Jennings (1997), where the rent review was not upwards only, and the lease provided that the initial yearly rent was payable only until the first review date and after that the rent should be a market rent calculated in accordance with the review clause. The review clause said that only the landlord was entitled to have an expert appointed. The court held that as the landlord had failed or refused to appoint an expert, the court could do so. The landlord could not frustrate the operation of the contract by failing to operate the review clause. However, in Standard Life Assurance Co Ltd v Unipath the rent review provision in a lease was upwards only and it was held that it would be pointless for a tenant to seek to initiate a review. There is no presumption that a rent review clause should be able to be exercised by both parties; it will always depend on the type of the review and on the wording of the clause.

Contact Healys Specialist Rent Review Solicitors

Healys Solicitors’ Commercial Property Team is well established and benefits from great depth of experience. If the parties do not agree over the rent, the rent review clause will stipulate a procedure for a third party dispute resolution (an independent expert or arbitrator to settle). Poorly conducted rent reviews can lead to financial loss and termination of the lease. Healys Commercial Property Solicitors can act successfully on behalf of tenants or landlords in commercial rent review matters.