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3Qualified duty to approve consent by another

(1)This section applies in any case where—

(a)a tenancy includes a covenant on the part of the tenant not without the approval of the landlord to consent to the sub-tenant—

(i)assigning,

(ii)underletting,

(iii)charging, or

(iv)parting with the possession of,

the premises comprised in the sub-tenancy or any part of the premises, but

(b)the covenant is subject to the qualification that the approval is not to be unreasonably withheld (whether or not it is also subject to any other qualification).

(2)Where there is served on the landlord a written application by the tenant for approval or a copy of a written application to the tenant by the sub-tenant for consent to a transaction to which the covenant relates the landlord owes a duty to the sub-tenant within a reasonable time—

(a)to give approval, except in a case where it is reasonable not to give approval,

(b)to serve on the tenant and the sub-tenant written notice of his decision whether or not to give approval specifying in addition—

(i)if approval is given subject to conditions, the conditions,

(ii)if approval is withheld, the reasons for withholding it.

(3)Giving approval subject to any condition that is not a reasonable condition does not satisfy the duty under subsection (2)(a) above.

(4)For the purposes of this section it is reasonable for the landlord not to give approval only in a case where, if he withheld approval and the tenant gave his consent, the tenant would be in breach of covenant.

(5)It is for a landlord who owed any duty under subsection (2) above—

(a)if he gave approval and the question arises whether he gave it within a reasonable time, to show that he did,

(b)if he gave approval subject to any condition and the question arises whether the condition was a reasonable condition, to show that it was,

(c)if he did not give approval and the question arises whether it was reasonable for him not to do so, to show that it was reasonable,

and, if the question arises whether he served notice under that subsection within a reasonable time, to show that he did.