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Repair or Replace? Understanding Mid-Term Lease Obligations

Tuesday 6th May 2025

Disputes over lease obligations and repair responsibilities are a common source of tension between commercial landlords and tenants—particularly in the period leading up to a lease break or expiry. A recent matter has raised important questions around interim schedules of dilapidations, the scope of repairing obligations, and the strategic use of such schedules by landlords. This article unpacks the legal framework governing these issues in England and Wales, with reference to established case law and standard lease interpretation principles. Whether you're advising a tenant or a landlord, understanding the limits of enforceability mid-term—and the role of planning constraints, supersession, and lease-specific mechanisms—is critical for managing risk and negotiating from a position of strength.

Key Legal Points and Analysis

1. Lease Terms and Break Clause
• The lease runs from 25 September 2023 for 10 years with a tenant’s break option in September 2028.
• The tenant is required to keep the property in “good repair and condition”, with internal and external redecoration obligations on a cyclical basis.
• Importantly, works to the lift are excluded from these obligations.

Legal Interpretation: A clause to keep in “good repair and condition” is enforceable and potentially broader than simply maintaining—it may include improvements if required to keep the property “in good condition”. However, this is still subject to reasonableness and context, and must not impose renewal obligations unless explicitly stated.

2. Interim Schedule of Dilapidations
• The landlord has issued an interim schedule, which appears largely to be minor external repairs and maintenance, including a contested item about removing and replacing a coated slate roof.
• The coating was not applied by the current tenant, and the landlord appears to have backed down from insisting on roof replacement.
Legal Position: Interim schedules are not enforceable as a debt or claim, but they can be used to encourage compliance with ongoing lease obligations. The courts have held that damages for disrepair are generally only recoverable at lease end (see Sunlife Europe v Tiger Taverns Ltd [2013]).
There is no automatic right for the landlord to enforce an interim schedule or compel works mid-term, unless the lease specifically provides for that (e.g., via a Jervis v Harris clause allowing self-help and recharging). If there is no such clause, the landlord’s remedy is to sue for damages or for specific performance, both of which are rare mid-term.

3. Roof Repair or Replacement
• The landlord originally insisted the coated roof be replaced; the tenant pushed back, offering to share costs, and the landlord eventually withdrew the demand.
Legal Position: Unless the coating has materially failed and causes the roof to be in disrepair, the tenant would not be required to strip and replace the roof. The courts differentiate between disrepair and renewal (see Lurcott v Wakely & Wheeler [1911] and Proudfoot v Hart [1890]).
If the roof is performing its function and any failure is aesthetic or surface-level, full replacement is likely beyond the tenant’s obligations, especially if it was applied by a prior tenant or landlord. The landlord would have difficulty justifying such a demand under general repairing covenants.

4. Listed Building and Conservation Constraints
• If the property is listed or in a conservation area, there are planning constraints that would likely require Listed Building Consent for significant changes such as roof replacement or upgrading insulation.
Legal Position: The tenant cannot be required to perform works that would place them in breach of planning or conservation law. Courts accept that repairing obligations must be read in light of statutory constraints (see Postel Properties Ltd v Boots the Chemists Ltd [1996]).

5. Strategic Use of Interim Schedule
• The author suspects the landlord is trying to ensure compliance before the break date, rather than waiting to argue about the state of the building at lease expiry.
• There is also a note that if the tenant vacates, the landlord may wish to convert to residential, potentially nullifying or superseding a claim for dilapidations at that stage.
Legal Position: Courts recognise the doctrine of supersession—where intended or actual redevelopment of a building by the landlord would have rendered the tenant’s repair obligations valueless. This can significantly limit or extinguish the landlord’s right to damages at lease end (see Crestfort Ltd v Tesco Stores Ltd [2005] and RICS Dilapidations Guidance Note).

Summary: General Legal Position
• Mid-term: The landlord cannot compel compliance with the interim schedule unless the lease contains a specific mechanism (e.g., Jervis v Harris clause). Most obligations, including decoration and repair, are enforceable at term end, not mid-term.
• Scope of Obligation: Tenant is likely not obliged to renew or replace the roof unless it is actually in disrepair. Reapplication of waterproof coating may be sufficient.
• Statutory Limits: Any works required under the lease are subject to planning and conservation restrictions—the tenant cannot be compelled to breach these.
• Supersession Risk: If the landlord intends to redevelop or convert the building, any claim for damages for dilapidations could be reduced or denied.

Conclusion
Your instinct is largely correct: the tenant’s obligations are limited to maintaining in good repair—not renewal unless necessary to preserve condition. Interim dilapidations are a negotiating tool, not a legally enforceable demand unless there is specific lease provision. The landlord is likely positioning themselves ahead of the 2028 break clause. A legal review of the lease and a practical review of the schedule is advisable, but the tenant appears to be in a reasonably strong legal position.