That’s Unreasonable! Where’s My Consent?

Commercial leases often include clauses that require a tenant or landlord to consent to a particular action, such as requiring the landlord's consent to a tenant's proposed assignment of the lease, or requiring the tenant to consent to a location to which the landlord proposes to relocate the tenant. At times, this requirement is contractually qualified, requiring the consent not to be unreasonably withheld. But what constitutes unreasonable withholding of consent and what, if anything, can the party requesting the consent do about it?

How do you know when they are being unreasonable?

Whether consent has been unreasonably withheld has received the most judicial consideration in the context of a landlord refusing to consent to a proposed assignment of a lease or sublease by a tenant. Most leases are negotiated to include wording that consent may not be unreasonably withheld, but in the absence of that qualification, section 23 of the Commercial Tenancies Act¹ deems