1. Privity
   1. of contract
      1. between original parties
   2. of estate
      1. between current landlord and tenant
2. Sub-tenancies
   1. Can sub-tenant sue (head) landlord?
      1. If benefit assigned to sub-tenant by tenant when granting lease
      2. s78 LPA 1925
         1. Covenant is made with covenanteed and persons deriving title under them
      3. Contracts (Rights of Third Parties) Act 1999
         1. If entered into lease after 11 May 2000
         2. If lease states that sub-tenant has benefit of covenants
   2. Can landlord sue sub-tenant?
      1. Burden of covenent does not run at common law
      2. Burden of a positive covenant does not run in equity
      3. Burden of negative covenant may run in equity
         1. if benefits land of covenantee
         2. and parties intend it to run
         3. THEN purchaser with notice will be bound
         4. Notice
            1. Unregistered
            2. Cannot be registered as land charge
            3. Must have actual, constructive or imputed notice
            4. Registered
            5. Cannot be registered
            6. Binding as takes land subject to all implied and express covenants
            7. s29 LRA 2002
      4. Indirect enforcement
         1. Landlord can sue tenant who in turn sues sub-tenant
         2. Forfeiture of lease will end sub-lease
3. Privity of estate
   1. Lease assigned to T2
      1. Benefit and burden only passes if covenants 'touch and concern' land
         1. Spencer's Case (1583)
   2. Reversion assigned to L2
      1. Benefit and burden only passes if covenant has 'reference to subject matter of the lease'
         1. s141 LPA 1925
      2. means same as touching and concerning
4. Touching and concerning
   1. Definition
      1. Must affect land itself
         1. eg mode of occupation
      2. or affect value, per se, not just from collateral circumstances
      3. P&A Swift Investments v Combined English Stores Group plc [1989]
         1. Benefits owner only
         2. Affects nature, quality, mode of user or value of land
         3. Is not expressed to be personal
      4. Congleton Corporation v Pattison (1808)
   2. Yes
      1. T to pay rent or repair premises
      2. L to insure premises or supply housekeeper
      3. T not to assign without consent
      4. L to renew lease
      5. T to buy beer only from L
         1. Clegg v Hands (1890)
      6. L to supply premises with water
   3. No
      1. L not to open competing public house
         1. Thomas v Hayward (1869)
      2. L to return deposit to T at end of lease
         1. Hua Chiao Commercial Bank Ltd v Chiaphua Industries Ltd [1987]
5. Options
   1. Option for lessee to purchase freehold reversion
      1. Both reversion and lease sold
      2. Effectively an estate contract
   2. Benefit
      1. Can be expressly assigned
      2. Reference in original lease to 'the lessee' may be sufficient to ensure benefit passes
   3. Burden if title unregistered
      1. Estate contract is Class C(iv) land charge
      2. Binding if registered
      3. Or can claim damages against original contracting party
   4. Burden if title registered
      1. Interest affecting registered estate
      2. Should be protected by notice on charges register
      3. Binding if protected
      4. Otherwise, may be overriding interest if in actual occupation
   5. Option for lessee to renew lease
      1. Both reversion and lease sold
      2. Option to renew lease is a covenant which touches and concerns land
   6. Benefit
      1. Passes automatically as touches and concerns
   7. Burden if title unregistered
      1. Burden will also pass at common law
      2. Option is estate contract
      3. Binding if protected as land charge
      4. Or can claim damages against original contracting party
   8. Burden if title registered
      1. Binding if protected
      2. Otherwise overriding interest if in actual occupation
6. Covenants against assigning and subletting
   1. Types
      1. Absolute
         1. Not to assign or sublet
      2. Qualified
         1. Not to assign or sublet without prior written consent of landlord
            1. s19 Landlord and Tenant Act 1927
            2. Implies proviso that consent will not be unreasonably withheld
            3. s144 Law of Property Act 1925
            4. Implies proviso that will not charge for consent
      3. Fully qualified
         1. As above, but consent will not be unreasonably withheld
   2. s1 Landlord and Tenant Act 1988
      1. Where consent is sought
      2. Will give within reasonable length of time
      3. Must give reasons for conditions or refusal
         1. in writing
      4. Cannot refuse on irrelevant grounds
         1. International Drilling Fluids
      5. New tenant protected under LATA 1954 could be relevant reason
      6. If fail to give valid written reason for refusal, under duty to consent
   3. If does not seek consent
      1. Assignment is valid but landlord can forfeit lease
   4. If sublet for whole unexpired term
      1. amounts to assignment of lease