Underlease of Part of Industrial Unit on an Estate

This Underlease of Part of Industrial Unit on an Estate is one of a number of five-year leases for industrial premises:

• Lease of Self-Contained Industrial Unit
• Lease of Self-Contained Industrial Unit (Complies with Lease Code)
• Lease of Garage or Workshop
• Lease of Garage or Workshop (Complies with Lease Code)
• Lease of Industrial Unit on an Estate
• Lease of Self-Contained Warehouse or Storage Unit
• Lease of Self-Contained Warehouse or Storage Unit (Complies with Lease Code)
• Underlease of Part of Industrial Unit on an Estate

There are also leases of other types of property and leases with longer terms. If you are not sure which lease is right for you, please consult the Lease Comparison Matrix.

This template was revised in 2017 to include provisions relating to energy efficiency.

Who this Lease is for

This Lease should be used by a tenant who has a lease of industrial premises, such as a factory, laboratory or workshop, and who wishes to underlet part of those premises for a term of five years or less. The Tenant reimburses a specified proportion of the service charge and insurance rent that the Landlord pays to the Superior Landlord under the Superior Lease. There are no rent review provisions, and the Tenant's right to security of tenure is excluded. Assignment of the whole of the Lease is permitted but underletting is prohibited, and there are optional break clauses.

Care needs to be taken to ensure that this Lease is consistent with the Landlord's Superior Lease. For example, the term should be no longer than the term of the Superior Lease, and if there is a break clause in the Superior Lease, a similar break clause should appear in this Lease. The requirement to decorate the Premises (clause 3.1.8) should arise at the same time as in the Superior Lease. The Superior Landlord is likely to require any underlease to have rent reviews at the same time as the Superior Lease; if a rent review is required, use the Underlease in the subfolder of leases for more than ten years, as this Lease does not include rent review provisions.

This Lease assumes that the Superior Landlord owns the Estate, the Landlord has a lease (the Superior Lease) of a Unit on the Estate, and this Lease is of part of that Unit. Most of the services are provided by the Superior Landlord and charged to the Landlord by way of a service charge, and the Landlord recovers a specified proportion of the Service Charge from the Tenant under this Lease. If the Landlord provides any services itself, for example facilities for the Unit, it can recover a fair proportion of the cost from the Tenant under clause 3.1.32.

Land Registry Prescribed Clauses

This Lease has Land Registry Prescribed Clauses at the beginning. These are not strictly necessary for a lease with a term of less than 7 years, but they are included as they helpfully record the main terms.

Prescribed Clause LR3 includes a field for an optional Guarantor. If there is no Guarantor, this field can be left blank and Clause 10 (Guarantor's covenant) should be deleted.

Prescribed Clause LR4 makes optional reference to a plan. It is strongly recommended that a plan is included so that the extent of the property is clear. The plan should as a minimum show with red edging the property that is being leased to the Tenant. It may also need to show the Common Parts (a defined term in the Lease) and the areas over which rights are granted to the Tenant in the First Schedule, if these areas cannot be adequately described in words.

Key definitions

Clause 1 (definitions) refers to the Common Parts, the Estate, a Letting Unit, the Premises and the Retained Property:

• Common Parts - the parts of the Estate which are not let to any tenants and which all tenants have the right to use, for example roads, paths and shared facilities such as lavatories
• Estate - the industrial estate of which the Premises form part
• Letting Unit - a unit of accommodation within the Estate that is designed to be let to a tenant
• Premises - the property let to the Tenant under the Lease. The Tenant is given an "internal demise", meaning the Tenant is responsible for the plaster on the walls but not any structural parts of the building
• Retained Property - the parts of the Estate retained by the Superior Landlord, including the Common Parts, any conduits and the structure of any buildings

The definition of "Permitted Use" refers to Use Classes. Class B1 no longer applies in England: since 1 September 2020, the offices, research & development and light industrial uses that were Class B1 are now Class E(g), so in England the definition refers to Classes E(g), B2 and B8. Class B1 continues to apply in Wales, so in Wales the definition refers to Classes B1, B2 and B8. Class B2 covers general industrial uses and Class B8 covers storage and distribution. A surveyor will be able to advise on the uses that should be permitted under the Lease.

What the clauses and schedules cover

Clause 2 grants the Lease to the Tenant, who must pay the Rent and a specified proportion of the insurance rent and service charge paid by the Landlord to the Superior Landlord.

Clause 3 contains the Tenant's covenants, covering matters such as payment of utilities charges, repair, decoration, safety, the Landlord's rights of entry, use, alterations, alienation (assignment and underletting), indemnity and payment of the Landlord's costs.

Clause 4 contains the Landlord's covenants, covering quiet enjoyment (the Tenant's right to use the Premises without interference from the Landlord) and enforcement by the Landlord of the Superior Landlord's covenants in the Superior Lease.

Clause 5 contains various standard lease clauses, including forfeiture and suspension of rent if the Premises are damaged so as to be unfit for use.

Clause 6 deals with service of notices by the Landlord and Tenant.

Clauses 7 and 8 contain optional break clauses (termination rights) for the Landlord and Tenant. These clauses should be amended or deleted as appropriate, and the break dates should tie in with any break clauses in the Superior Lease. The Tenant's break option is conditional on rent having been paid up to date, the Tenant giving up possession of the Premises, that is vacating, and the Tenant not leaving any underleases in place. If these conditions are not satisfied, the Tenant's break will not be effective and the lease will continue. If the Tenant is in breach of other terms of the Lease, for example where necessary repairs have not been carried out, the break will still be effective, but the Landlord will retain the right to sue the Tenant for any breaches of the Lease.

Clause 9 deals with exclusion of security of tenure; reference should be made to the Guidance on Excluding Security of Tenure and the associated forms.

The Lease must be executed as a deed. Various types of execution clauses are included, and the parties should choose the appropriate clauses.

The First Schedule sets out the rights that the Tenant has to use other property; these should be checked carefully and amended to suit the circumstances and to be consistent with the Superior Lease.

The Second Schedule sets out the rights that the Landlord has in respect of the Premises, including rights of entry and the right to carry out work to neighbouring property. Any additional rights required should be added to the Second Schedule.

The Third Schedule sets out regulations the Tenant must comply with. Under clause 3.1.31, the Landlord and the Superior Landlord have the right to make further regulations from time to time for the better management and control of the Building.

Optional clauses should be read carefully and selected so that they are compatible with one another; remove any options you do not use.

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