When Is Consent Unreasonably Withheld?

The phrase 'consent not to be unreasonably withheld' is often seen in commercial contracts. However when is withholding consent actually unreasonable and how can this be determined?

The phase 'consent not to be unreasonably withheld' can be used in a number of different situations, for example, in commercial and financial contracts, and in leases. Other variations, such as, "such consent not to be unreasonably conditioned, withheld or delayed", can arguably make the obligation stricter as it adds the requirements that consent must also not have unreasonable conditions attached or be unreasonably delayed.

Interpretation

So when is consent unreasonably withheld? This will be a question to be determined in the context of the relevant facts and the answer will differ depending on the context.