The End Of Upwards-Only Rent Reviews? Current Thoughts On The Proposed Legislation

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Lauren Brayshaw - Solicitor Apprentice

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Commercial Rent Review

Our Commercial Property lawyers at Myerson Solicitors are closely monitoring the Government’s unexpected move to outlaw upwards-only rent reviews (UORRs).

In this article, we explain what UORRs are, outline the proposed legislative changes, and consider the likely implications for landlords, tenants and investors.

Note: The Bill is currently in the committee stage. We will provide an update to the blog once the committee has reported.

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What Are Upwards-Only Rent Reviews?

Upwards-only rent reviews (UORRs) have been a feature of commercial leases in the UK since the 1960s. They are used by landlords and investors to guarantee stable income and predictable cash flows.

In July this year, without consultation or warning, in a schedule tacked on to the end of the English Devolution and Community Empowerment Bill, the Government proposed amendments to the Landlord and Tenant Act 1954 to prohibit UORRs.

In this blog we outline the types of leases that will be affected by these changes, what the provisions (if enacted) will do, and some potential implications for the commercial rental market.

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Leases Affected by the Ban

The Government’s rationale for the bill is to protect small, retail high street tenants, but the proposed ban applies to all types of commercial leases. If enacted, the ban will affect all new commercial leases that fall within Part II of the Landlord and Tenant Act 1954 (the “1954 Act”).

It will therefore apply to all leases of premises that are occupied by the tenant for business purposes.

The proposals will apply to renewal leases (including renewals of secure leases under Part II of the 1954 Act), meaning that where a lease is renewed, the renewal will be treated as a new lease and UORRs will no longer be permitted.

However, the ban will not have a retrospective effect, so existing leases containing upward-only provisions will continue to operate until the end of their contractual term.

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Scope of the Prohibition

The prohibition as currently drafted applies to any UORR, whether the rent reviews are market rent reviews, index-linked reviews, or turnover rents.

Variable, e.g. market rent and index-linked, reviews are still permitted, but would have to reflect the market rent/index figure at the time of the review, allowing for both upward and downward movement.

Rent reviews providing for the higher of open market and index-linked rent would still be permitted as long as they allow the rent to decrease if both of those figures are lower than the passing rent. Fixed, stepped increases are also still permitted.

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Potential Market Implications

The Bill is currently at committee stage, with a long way to go before (if) it becomes law. Any impact of a ban on UORRs therefore, involves an element of crystal ball gazing, but there are a number of possible consequences that seem reasonably likely:

  • Higher initial lease rents in an attempt to mitigate the uncertainty of lower rents at review.
  • Shorter lease terms, to reduce exposure to the vagaries of an upward/downward review (although high street retail leases, the very occupiers that the Government wants to assist, are already commonly between 3 and 5 years).
  • An increased adoption of fixed rent increases, especially in shorter leases.
  • More extensive negotiating of lease renewals, although this would mainly be relevant for the first renewal after the ban comes into force.
  • Investors reviewing their exposure to the property market.
  • Lenders adjusting their criteria, possibly requiring additional security and/or improved (for the lender) loan to value ratios.

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Need advice on how the proposed ban on upwards-only rent reviews could affect your property interests?

Our experienced Commercial Property lawyers can help you understand the implications for your leases and future negotiations.

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Lauren Brayshaw's profile picture

Lauren Brayshaw

Solicitor Apprentice

Lauren joined Myerson Solicitors in September as a Solicitor Apprentice after completing her studies at Sir John Deane’s Sixth Form College.

Lauren is currently in the Commercial Property department as part of her 6-year apprenticeship.

During the 6-year apprenticeship, Lauren will progress through a range of departments before qualifying as a solicitor.

About Lauren Brayshaw