What does it mean to unreasonably withhold consent?

The phrase is typically used in assignment clauses: No Party may assign rights or obligations of this Agreement without the consent of the other Party, which consent shall not unreasonably be withheld or delayed.

Can a landlord unreasonably withhold consent?

Generally, a landlord need only consider its own interests but, if there is such a disproportion between the benefit to the landlord and the detriment to the tenant in refusing consent, then it may be unreasonable to withhold consent (International Drilling Fluids).

What does unreasonably denied mean?

Unreasonably Refused means unreasonably withheld or delayed Provided always without limitation that where the subject matter has a materially adverse impact on the School Land or the development thereof or rights benefiting or to benefit the School Land the Developer and the County Council hereby agree that the County …

Which shall not be unreasonably withheld clause?

It is common for commercial contracts to include provisions that prohibit a party from doing certain things unless with the prior consent of the other party, in which consent may not be “unreasonably withheld”. These clauses usually relate to the assignment of contractual rights or a change of control of a party.

What does it mean to withhold consent?

1 tr to keep back; refrain from giving. he withheld his permission. 2 tr to hold back; restrain.

What is reasonable consent?

It is intended to be understood by its negative—the landlord must have a stated reason for withholding consent,and,considering all the circumstances, that reason cannot be arbitrary, foolish, unfair, illegal, or unethical. …

What does such consent not to be unreasonably withheld mean?

This means that express wording has to be narrated in a lease, otherwise the landlord will have a complete discretion as to whether to give consent or not. If the condition requiring the tenant to seek consent is breached, the landlord may seek to irritate the lease.

What does withhold my consent mean?

1 tr to keep back; refrain from giving. he withheld his permission.

What does unreasonably mean?

adjective. not reasonable or rational; acting at variance with or contrary to reason; not guided by reason or sound judgment; irrational: an unreasonable person.

Whats the definition of withhold?

1 : to hold back from action : check. 2 archaic : to keep in custody. 3 : to refrain from granting, giving, or allowing withhold permission. 4 : to deduct (withholding tax) from income.

What is an example of unreasonable?

If you say that someone is being unreasonable, you mean that they are behaving in a way that is not fair or sensible. The strikers were being unreasonable in their demands, having rejected the deal two weeks ago. It was her unreasonable behavior with a Texan playboy which broke up her marriage.

When to use consent not to be unreasonably withheld?

The concept of “consent not to be unreasonably withheld” should always be considered on a case by case basis, with the burden of proof that consent is being unreasonably withheld being on the tenant.

What can a tenant do if a landlord withholds consent?

Tenant’s sole remedy if Landlord unreasonably withholds or delays consent or approval shall be an action for specific performance, and Landlord shall not be liable for damages. Consent Not Unreasonably Withheld.

When to use’not to be unreasonably withheld or delayed’?

Can a party be asked to consent to assignment?

The difficulty is that a party being asked to consent to such assignment can potentially leverage its bargaining power to settle pending claims or uncertainties or even to prevent an assignment taking place by raising ´reasonable´ objections.