Worried about late registration of sublet

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    In spite of being aware that I was renting out the property, [first company that sold me the property] never requested a registration/consent fee or information about the tenants. As such, the CONTRACT WAS VARIED BY [first company]'s CONDUCT. In addition, [second company that bought ground rent] also did not request this information, in spite of my address being different to the property address. Please note the following cases that support the variation of a contract by conduct, and the waiver of the right to rely on a written variation, inferred by conduct:

    In Globe Motors Inc & others v TRW Lucas Varity Electric Steering Limited & another, the Court of Appeal clarified that even if an agreement contains a clause which provides that it can only be varied if the variation is in writing and is signed by all parties, the agreement can in fact be varied orally or by conduct. The Court of Appeal, Globe Motors, Inc and Others v TRW Lucas Varity Electric Steering Limited and Another (2016) EWCA 396 (decided on 20 April), confirmed the general principle in English contract law that parties have freedom to agree whatever terms they choose to undertake, and they can do so in a document, by word of mouth or by conduct. The fact that an agreement may include a clause requiring any variations to be in writing will not prevent parties from later making a new contract varying the contract by an oral agreement or by conduct. However, even where there is a no-variation clause, an oral variation or a variation by conduct could be effective where the evidence establishes - on the balance of probabilities - that the variation was agreed.

    That position was then consolidated in a case later in 2016 between MWB Business Exchange Centres and Rock Advertising. Waiver is where one party voluntarily agrees to a request by the other not to insist on the precise performance method outlined in the contract. In these circumstances, it may be said that that party has waived its right to insist on performance in that particular way. A waiver can be oral or written, or can even be inferred by conduct - so a party can waive (or be taken to have waived) its right to rely on a written variation where the way it has acted after the contract has been varied by oral agreement.

    In the recent case of Reveille Independent LLC v Anotech International (UK) Ltd [2015] EWHC 726 (Comm), the English Commercial Court has ruled that even where a contract clearly contains completion formality requirements, the conduct of the parties may amount to a waiver of those requirements and both acceptance of the offer and communication of acceptance.


      Also, although you do not need to pay anything, for those who actually have a clause about subletting rather than just a change in deed Title (AKA who owns the property or has a lean on the property). When subletting the Title does not change, so the following is not relevant to you but might be relevant to others reading this post or for those who have paid...

      (SOLITAIRE) LIMITED Appellant and CHERRY LILIAN NORTON and other cases [2012]
      The four appeal cases were brought by landlords to the Land Tribunal in February 2012 and they were heard together by George Bartlett, QC, president of the Upper Tribunal.
      In all of these cases the leases made clear that the properties could not be rented out “without the prior written consent of the lessor and the management company, such consent not to be unreasonably withheld or delayed”.
      The landlords had argued that preparing and registering the sub-letting agreement (licence) involved a considerable amount of work, but the tribunal was having none of this:

      Mr Bartlett QC concluded:
      “The appellants seek to justify the consent fee in terms that apply to all consents, and they do so by setting out a list of work that, it is claimed, their agents do. It looks to me to be a list of all the things that could conceivably be done in connection with the grant of consent rather than the things that would need to be done in a typical case or that were in fact done in the cases under consideration”
      In all four cases the QC concluded: “that a fee greater than £40 plus VAT could not be justified, and I determine that this amount is payable.”
      Now though, flat owners have this ruling on their side. The upper tier Land Tribunal has decreed that following four different cases brought before it, sub-letting fees should be limited to £40 plus VAT. So, in practice, any flat owner billed with an amount in excess of this should simply offer up that amount and quote the ruling, which should mean that that will be the end of the matter. These sub-letting fees vary quite a bit, but charges of £100 plus have been common up to this ruling


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