Unreasonably Withheld in UK Law

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.

(2) As a corollary to the first proposition, a landlord is not entitled to refuse his consent to an assignment on grounds which have nothing whatever to do with the relationship of landlord and tenant in regard to the subject matter of the lease. (See Houlder Bros. & Co. y. Gibbs (supra) a decision which (despite some criticism) is binding on this Court; Bickel v. Duke of Westminster (1977) Q.B. 517).

(7) Subject to the propositions set out above, it is, in each case, a question of fact, depending upon all the circumstances, whether the landlord's consent to an assignment is being unreasonably withheld—see Bickel v. Duke of Westminster (supra) at p. 524; West Layton Ltd. v. Ford (supra) at pp. 604H and 606–7.

I think that the right approach, as the Master of the Rolls suggested inthe Bickel case, is to look first of all at the covenant and construe that covenant in order to see what its purpose was when the parties entered into it; what each party, one the holder of the reversion, the other the assignee of the benefit of the relevant term, must be taken to have understood when they acquired the relevant interest on either side.

In support of the applicability of such cases to commercial agreements, the Claimants relied upon the case of British Gas Trading Limited v Eastern Electricity, The Times, 29 November 1996, which concerned a long-term gas supply contract which required the customer's consent to any assignment of the supplier's rights and obligations under the contract, such consent not to be unreasonably withheld.

Further, it is not necessary for the landlords to prove that the conclusions which led then to refuse consent were justified, if they were conclusions which might be reached by a reasonable man in the circumstances; see Shanly v. Ward (supra); Premier Confectionary (London) ( Company v. London Commercial Sale Rooms Limited 1933 Chancery Division, page 904 at pages 912 and 913) per Mr Justice Bennett; Town Investments Limited Underlease (supra) at page 315.

The question whether a parent's consent is unreasonably withheld is not to be solved merely by a view formed by a court, or by a child welfare officer, or a man or woman in the street that life with the proposed adopters would be, if I may use the phrase, a better bet for the child. This truism must be clearly appreciated by any who may interest themselves in cases such as the present case.