Can my landlord refuse to assign my lease when I sell?

For a location-dependent business, this is the clause that most often decides whether a sale completes. The landlord is not a party to the purchase agreement and has no interest in the deal closing, which makes them the least predictable participant in the transaction.

What a landlord may reasonably want

• Financial statements, credit information and business experience for the buyer
• A personal guarantee, frequently regardless of what the seller provided
• Payment of an assignment fee and the landlord’s legal costs
• Confirmation the permitted use is not changing, or approval if it is
• A larger security deposit where the buyer is less established than the seller

What is more likely to be unreasonable

Where the reasonableness standard applies, refusing consent to extract an unrelated benefit — a rent increase, a shortened term, a surrender of renewal options — sits less comfortably within it than a genuine assessment of the proposed tenant. But arguing the point takes time and legal cost, and a purchase agreement with a closing date rarely has room for either.

The practical answer

Approach the landlord early — before an agreement is signed if possible, and certainly before a closing date is fixed. Assemble the buyer’s financial package in advance. Make landlord consent an express closing condition with a realistic deadline, so nobody is forced to close without it or to walk away over a delay that was always predictable.

What to check in your lease today

Read the assignment clause before you market the business, not after an offer arrives. Confirm whether consent is subject to a reasonableness standard or left entirely at the landlord’s discretion, what fees are payable, whether the landlord has a recapture right allowing them to terminate rather than consent, and how much term and renewal remain. A serious buyer will ask about all of it in the first conversation, and not knowing the answers costs credibility as well as time.