What if a landlord’s consent delay blows up my closing timeline?

A landlord who sits on a consent request leaves the seller exposed: the buyer wants the premises, the purchase agreement has a closing date, and the lease may say the assignment needs the landlord’s consent. What the law adds depends on the province and on what the lease itself says, so read both the assignment clause and the closing conditions in the purchase agreement first.

Ontario: a court can decide the question

Under section 23(1) of Ontario’s Commercial Tenancies Act, a lease clause against assigning without licence or consent is treated as subject to a proviso that consent is not to be unreasonably withheld, unless the lease contains an express provision to the contrary. Section 23(2) covers refusal and neglect: where the landlord refuses or neglects to give consent, a judge of the Superior Court of Justice can, on the application of the tenant or the assignee, decide whether consent is unreasonably withheld. If so, the judge can permit the assignment, and the order is the equivalent of the landlord’s consent. A court application is its own step with its own timing, so raise it with your lawyer early.

Québec: silence can count as consent

Under article 1870 of the Civil Code of Québec, a lessee who wants to assign a lease must give the lessor notice of the intention and the name and address of the intended assignee, and obtain the lessor’s consent. Article 1871 lets the lessor refuse only for a serious reason, and says a lessor who refuses must give the reasons within 15 days after receiving the notice. Otherwise the lessor is deemed to have consented. The date the notice was received therefore matters, so keep proof of delivery.

Other provinces, and your own deal

Other provinces run their own regimes. BC’s Commercial Tenancy Act, for example, mentions a covenant against assigning without the landlord’s consent only in its section on transfers by a trustee in bankruptcy, so check the lease wording and take advice on how your province treats it. Whatever the province, ask whether the purchase agreement makes landlord consent a condition of closing, whether it sets an outside date, and who can extend that date. Those terms decide what happens if the answer has not arrived by closing. For the wider picture, see how long licence transfer and landlord consent take.