england-and-wales business-lease
How else can the Tenant lose out, if Tenant agrees not to object to Landlord&#39;s title, and assumes Landlords&#39; right to grant the tenancy?
<p>I copy and pasted the following clause from the Offer to Lease, governed by the law of England and Wales, that a Landlord emailed me, for leasing their premise in England for my retail store.</p>
<blockquote>
<h3>No Objection To Title</h3>
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<blockquote>
<ol start="5">
<li>The Tenant must assume the Landlords' right to grant the tenancy; shall not require
any evidence of the Landlords' title to the Premises; or raise any objection, requisition or
enquiry in respect of it.</li>
</ol>
</blockquote>
<ol>
<li>What else are the worst that can happen to me, if I agree? I know Canadian law's different, but I found one pitfall in this PDF by <a href="https://www.mccarthy.ca/en/people/louis-martin-dube" rel="nofollow noreferrer">Louis-Martin Dubé LL.B. from Université de Montréal (1985), Partner at McCarthy Tetrault</a>, <a href="http://webcache.googleusercontent.com/search?q=cache:zFKoQh7CoLIJ:www.mccarthy.ca/pubs/EspaceMontreal0507ENG.pdf+&amp;cd=15&amp;hl=en&amp;ct=clnk&amp;gl=ca&amp;client=firefox-b-d" rel="nofollow noreferrer"><em>The Tenant, the Landlord and his Mortgage Lender: Is Three a Crowd?</em></a></li>
</ol>
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<p>As for the tenant, he will want to protect his right to occupy the leased premises and avoid any risk of termination of the lease should the landlord be in default with his lender.</p>
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<li>Isn't this clause too onerous? Isn't it unconscionable and unreasonable to require the Tenant to deliberately ignore any encumbrances on the Landlord's title?</li>
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<p>Isn't it unconscionable and unreasonable to require the Tenant to deliberately ignore any encumbrances on the Landlord's title?</p>
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<p>No. It does not shock the conscience that a tenant might willfully decline to scrutinize the landlord's ability to perform the contract. The landlord is not forcing the tenant to enter the lease. Although it might be unwise for a tenant to agree to that sort of clauses and waivers, it would not be found &quot;unreasonable&quot; in a way that renders the lease --or these clauses-- null an void.</p>
<p>In the <a href="http://www.oneclubofjusticides.com/p/restatement-second-contracts.html" rel="nofollow noreferrer">Restatement (Second) of Contracts</a> at §154(a)-(b), this sort of clauses is known as <em>bearing the risk of a mistake</em>. The lease clearly (1) allocates to the tenant the risks ensuing from not knowing how reliable the landlord's position is, and (2) shifts to the tenant the burden of hedging himself against any contingencies in the event that the lender replaces the landlord in that lease.</p>
<p>Given the principle of <a href="https://en.wikipedia.org/wiki/Freedom_of_contract" rel="nofollow noreferrer">freedom of contract</a>, it is highly doubtful that English law provides the opposite <em>of Restatement at §154</em> in a landlord-tenant context.</p>
