Commercial Rent Review Solicitors
Strategic legal advice for commercial landlords and tenants dealing with rent reviews. From interpreting the lease and review mechanism to notices, negotiations and disputes, we protect your commercial position.
Expert Commercial Rent Review Solicitors
Rent reviews can have significant financial consequences for both commercial landlords and tenants.
For landlords, the review mechanism may be an important part of maintaining rental income and investment value.
For tenants, a rent review can materially increase the long-term cost of occupying business premises.
The starting point is always the lease.
There is no single standard form of commercial rent review. The lease determines when the review occurs, how the reviewed rent is calculated, what assumptions and disregards apply and how any disagreement is resolved. RICS similarly emphasises that each rent review clause must be considered on its own terms.
At Knights & Shah Solicitors, we advise commercial landlords, tenants, investors and businesses on:
- Commercial rent review clauses
- Open market rent reviews
- Index-linked reviews
- Fixed and stepped rent increases
- Rent review notices
- Assumptions and disregards
- Interpretation of lease provisions
- Review dates and procedural requirements
- Delayed rent reviews
- Backdated rent
- Rent review memoranda
- Surveyor and valuer involvement
- Negotiated settlements
- Independent expert determination
- Arbitration
- Rent review disputes
Our role is to establish what the lease legally requires and protect the client's position throughout the review process.
How Does a Commercial Rent Review Work?
A commercial lease may provide for the rent to be reviewed during the lease term.
The review clause should establish:
- Review date
- Review mechanism
- Method of calculating the new rent
- Assumptions
- Disregards
- Notice requirements
- Relevant valuation date
- Dispute-resolution mechanism
- Treatment of delayed reviews
- Any interest payable following late determination
The precise wording matters.
A landlord cannot simply choose a new rent, and a tenant should not assume that the reviewed rent will necessarily correspond with a general estimate of current market rent.
The contractual formula contained in the lease governs the review.
Types of Commercial Rent Review
Commercial leases can contain different forms of rent review.
RICS identifies mechanisms including open-market rent, index-linked rent, geared rent, turnover rent and fixed increases.
Open Market Rent Review
An open-market rent review seeks to determine the rent that would be payable for the premises on the hypothetical basis specified in the lease.
This is not necessarily identical to asking what the premises could actually be let for today.
The lease may require the valuer to make particular assumptions and disregard particular matters.
Index-Linked Rent Review
Some leases link rent increases to an index such as the Retail Prices Index or Consumer Prices Index.
The lease should establish:
- Relevant index
- Calculation formula
- Review frequency
- Base figure
- Any cap
- Any collar
- Fixed or Stepped Rent
A lease may specify predetermined increases.
For example, the rent may increase to stated amounts on particular dates without requiring a market valuation.
Turnover Rent
Some leases, particularly in parts of the retail sector, may calculate all or part of the rent by reference to the tenant's turnover.
The lease should define carefully how turnover is calculated and what information must be supplied.
Open Market Rent Reviews
Open-market reviews are common in commercial leases.
The lease creates a hypothetical letting exercise.
It may specify assumptions such as:
- Premises are available to let
- Hypothetical tenant is willing to take the premises
Property is fit for occupation
Parties act at arm's length
Certain lease terms apply
Particular lease length is assumed
Vacant possession is available
The lease may also require particular matters to be disregarded.
RICS explains that the contractual assumptions and disregards are central to the hypothetical lease used for an open-market review.
The wording therefore needs to be analysed before valuation evidence is applied.
Assumptions in a Rent Review
An assumption requires the property or transaction to be treated in a particular way when determining the reviewed rent, even where the actual circumstances may differ.
Depending upon the lease, assumptions might concern:
- State of repair
- Availability for immediate occupation
- Vacant possession
- Compliance with tenant obligations
- Permitted use
- Length of hypothetical lease
- Property configuration
- Rent-free periods
- Other hypothetical lease terms
An assumption can materially affect valuation.
Solicitor and surveyor should therefore work from the same interpretation of the review clause.
Disregards in a Rent Review
A disregard requires specified matters to be left out of account when assessing the reviewed rent.
Depending upon the lease, these may concern matters such as:
- Tenant's occupation
- Tenant's goodwill
- Certain tenant improvements
- Particular works
- Other matters identified by the lease
The objective is to ensure that the valuation is undertaken on the contractual basis agreed between the parties.
The exact wording of the lease must be reviewed rather than assuming that standard disregards apply.
Tenant Improvements
Improvements carried out by a tenant can potentially increase the rental value of premises.
A rent review clause may require qualifying tenant improvements to be disregarded when calculating the reviewed rent.
Whether an improvement is disregarded can depend upon:
- Lease wording
- Nature of the works
- Circumstances in which they were carried out
- Relevant consent
- Other contractual provisions
Documentation relating to historic alterations and licences to alter may therefore become important during a rent review.
Comparable Rental Evidence
Commercial property surveyors commonly consider evidence from comparable transactions when assessing rental value.
Relevant evidence can include:
- New lettings
- Other rent reviews
- Comparable premises
- Property size
- Location
- Use
- Lease length
- Repair obligations
- Incentives
- Other lease terms
However, comparable evidence cannot simply be applied mechanically.
The terms of the subject lease and the comparable transaction may differ.
RICS emphasises that lease terms, assumptions, disregards and incentives can materially affect rental analysis.
A specialist commercial property surveyor will ordinarily deal with the valuation evidence.
We deal with the legal interpretation and procedure and can work alongside the client's surveyor.
Rent Review Advice for Landlords
For landlords, rent reviews can form an important part of asset and investment management.
We can assist landlords with:
- Reviewing the rent review clause
- Establishing the review mechanism
- Considering notice requirements
- Advising on assumptions and disregards
- Reviewing historic lease documents
- Working with the landlord’s surveyor
- Dealing with legal interpretation issues
- Documenting agreed reviews
- Advising where a review becomes disputed
Early review of the lease can help ensure that procedural requirements are identified before negotiations progress.
Rent Review Advice for Tenants
For tenants, a rent review can materially affect the cost of occupation.
We can assist tenants with:
- Reviewing the landlord’s proposed review
- Interpreting the rent review clause
- Checking the correct review mechanism
- Considering assumptions and disregards
- Reviewing notices
- Identifying relevant tenant improvements
- Working with the tenant’s surveyor
- Challenging the legal basis of a proposed review where appropriate
- Documenting an agreed settlement
A tenant should not assume that a landlord's proposed figure automatically represents the rent required by the lease.
Rent Review Notices
Some leases require a formal notice to initiate or progress a rent review.
The lease may specify:
- Who can serve the notice
- When it can be served
- Information it must contain
- Method of service
- Address for service
- Further procedural steps
The notice provisions should be checked carefully.
Where a formal notice is required, compliance with the lease can be important to the validity or operation of the review.
Does Missing the Review Date Prevent a Rent Review?
Not necessarily.
Whether a rent review can still proceed after the review date depends upon the wording of the lease and applicable legal principles.
RICS notes that time is generally not treated as being of the essence for rent review purposes unless the lease contains sufficiently clear wording or other indications producing that result.
The particular lease must therefore be reviewed before concluding that a delayed review has been lost.
Delayed and Backdated Rent Reviews
A rent review may remain unresolved for months or, in some cases, considerably longer.
Where the reviewed rent is eventually determined, the lease may require the new rent to take effect from the contractual review date.
This can potentially result in:
- Backdated rent becoming payable
- A substantial balancing payment
- Interest
- Accounting adjustments
The precise consequences depend upon the lease.
Both landlords and tenants should therefore avoid assuming that delay means the financial effect of the review has disappeared.
Upwards-Only Rent Reviews
Historically, many commercial leases have contained upwards-only rent review provisions.
Under such a clause, the reviewed rent may be the higher of:
Existing rent; and
Rent calculated under the contractual review mechanism.
This can mean that the rent remains unchanged where the calculated market rent is lower.
However, the law in this area is now undergoing significant reform.
Important 2026 Reform — Upwards-Only Rent Reviews
The English Devolution and Community Empowerment Act 2026 received Royal Assent on 29 April 2026 and contains provisions enabling significant reform of upwards-only rent reviews.
However, the ban is not yet in force.
RICS reported in 2026 that secondary legislation is still required to implement the detailed regime and that implementation is not expected before 2027 at the earliest. RICS also identifies a potentially important retrospective element affecting certain renewal arrangements entered into on or after 17 March 2026.
Accordingly:
Existing rent review provisions should not simply be treated as unenforceable.
The particular lease, transaction date and legislation in force at the relevant time need to be considered.
Knights & Shah Solicitors will keep this area under review as the secondary legislation and implementation framework develop.
Index-Linked Rent Reviews
Some leases use indexation rather than open-market valuation.
An index-linked review may refer to:
- RPI
- CPI
- Another specified index
- The formula may also include:
- Cap
- Collar
- Minimum increase
- Maximum increase
- Compounding provisions
The calculation should follow the wording of the lease.
RICS recommends that indexation provisions should be clearly expressed and should avoid obscure formulae that produce unintended increases.
Caps and Collars
A rent review may contain a cap, a collar, or both.
A cap limits the maximum increase permitted under the contractual mechanism.
A collar can establish a minimum level or increase.
These provisions can materially affect the financial outcome of an index-linked or other review and should be considered when interpreting the lease.
Rent Review and Lease Renewals Are Different
A contractual rent review during an existing lease should be distinguished from determining rent on a lease renewal.
A rent review operates according to the review clause contained in the existing lease.
A 1954 Act renewal rent forms part of the statutory lease-renewal process.
Although both involve rental valuation, the legal frameworks are different.
Our dedicated lease-renewal service is available at:
Working With Commercial Property Surveyors
Rent review work often requires both legal and valuation expertise.
A commercial property surveyor may advise on:
- Market rent
- Comparable evidence
- Rental analysis
- Property measurement
- Adjustments between comparables
- Negotiation of the rental figure
- We can advise on:
- Lease interpretation
- Contractual review mechanism
- Assumptions and disregards
- Notice provisions
- Procedural requirements
- Documentation
- Legal disputes
This allows the legal and valuation aspects of the review to be coordinated.
Negotiating a Rent Review
Many rent reviews are resolved through negotiation between the parties and their professional advisers.
Negotiations may involve:
- Interpretation of the lease
- Comparable transactions
- Market evidence
- Assumptions
- Disregards
- Tenant improvements
- Incentives
- Property condition
- Relevant dates
Where agreement is reached, the new rent should ordinarily be formally documented.
Rent Review Memorandum
Once a rent review has been agreed or determined, the parties commonly record the outcome in a rent review memorandum.
The memorandum may confirm:
- Property
- Lease
- Review date
- Previous rent
- New rent
- Effective date
RICS notes that rent review agreements should generally be formally documented for future reference.
This can be particularly important when the property is subsequently:
- Sold
- Refinanced
- Valued
- Subject to another review
Accurate property records help future owners, lenders and advisers establish the rental history.
What Happens If the Rent Cannot Be Agreed?
A well-drafted commercial lease will usually provide a mechanism for resolving a rent review dispute.
Common mechanisms include:
- Independent expert determination
- Arbitration
RICS confirms that commercial leases commonly provide for third-party dispute resolution where the parties cannot agree the new rent.
The precise procedure depends upon the lease.
Independent Expert Determination
An independent expert may be appointed to determine the reviewed rent.
The expert acts as an expert rather than as an arbitrator.
The lease may establish:
- Appointment procedure
- Expert’s powers
- Evidence that may be considered
- Costs
- Other procedural matters
Legal advice may be appropriate where the dispute concerns interpretation of the rent review clause rather than simply valuation.
Arbitration
Some commercial leases provide for rent review disputes to be referred to arbitration.
The arbitrator determines the dispute through the applicable arbitral process.
The distinction between arbitration and expert determination can be important because the procedures and decision-making roles differ.
The lease should be reviewed before commencing either procedure.
RICS Appointment of a Third Party
Where the lease provides for an independent expert or arbitrator and the parties cannot agree an appointment, the contractual procedure may provide for an appointment through the Royal Institution of Chartered Surveyors.
RICS operates a Commercial Rent Review Appointment Service for disputes of this type.
The lease should first be checked to establish the agreed appointment mechanism.
Rent Reviews and Commercial Property Investment
For an investment landlord, rent review provisions can affect:
- Current income
- Future rental growth
- Property valuation
- Investment yield
- Refinancing
- Saleability
- A purchaser acquiring a tenanted commercial investment should therefore review:
- Existing rent
- Review dates
- Review mechanism
- Outstanding reviews
- Rent review memoranda
- Historic correspondence
- Any unresolved dispute
These issues form part of commercial property investment due diligence.
Rent Reviews When Buying or Selling Commercial Property
Outstanding rent reviews can also affect a property transaction.
A buyer may need to establish:
- Whether a review is outstanding
- Who controls the review
- Proposed reviewed rent
- Whether negotiations have begun
- Whether notices have been served
- Whether the seller retains any rights after completion
The sale contract may need to deal expressly with an outstanding review.
Our Acquisitions & Disposals and Commercial Property Investment services can address these matters as part of the wider transaction.
Common Commercial Rent Review Problems
Problems can arise where:
- Review date has been missed
- Notice requirements are unclear
- Landlord and tenant disagree over lease interpretation
- Assumptions are disputed
- Disregards are disputed
- Tenant improvements are contested
- Comparable evidence differs
- Historic documents are missing
- Review has remained outstanding for years
- Backdated rent becomes substantial
- Parties disagree over the dispute-resolution mechanism
The first step is usually a detailed review of the lease and relevant property documentation.
The Commercial Rent Review Process
Step 1 - Review the Lease
We identify the review date, mechanism, assumptions, disregards, notice provisions and dispute-resolution procedure.
Step 2 - Review Supporting Documents
Relevant deeds of variation, licences, historic memoranda and other documentation are considered.
Step 3 - Establish the Legal Position
We advise on the correct interpretation of the contractual review mechanism.
Step 4 - Valuation Advice
Where appropriate, the client instructs a commercial property surveyor to advise on rental value and comparable evidence.
Step 5 - Notices
Any required contractual notices are reviewed, prepared or considered.
Step 6 - Negotiation
The parties and their professional advisers seek to agree the reviewed rent.
Step 7 - Resolve Legal Issues
Any dispute concerning interpretation or procedure is addressed.
Step 8 - Third-Party Determination
Where agreement cannot be reached, the lease's expert-determination or arbitration procedure may be invoked.
Step 9 - Document the Review
The agreed or determined rent is formally recorded.
A Commercial Approach to Rent Review Advice
A rent review should be considered in the context of the client's wider commercial position.
For landlords, we consider questions such as:
Has the review been triggered correctly?
Does the lease protect the investment's rental position?
Are the correct assumptions being applied?
Could an outstanding review affect refinancing or sale?
For tenants:
Has the landlord interpreted the review clause correctly?
Are tenant improvements being treated appropriately?
What assumptions and disregards apply?
Could the review create significant backdated liability?
Is the proposed rent actually supported by the contractual mechanism?
Our role is to ensure that the legal framework is properly understood before the financial outcome is accepted.
How Knights & Shah Solicitors Can Help
We can advise landlords and tenants on:
- Commercial rent review clauses
- Open-market reviews
- Index-linked reviews
- Fixed and stepped rent
- Upwards-only provisions
- 2026 legislative changes
- Rent review notices
- Assumptions and disregards
- Tenant improvements
- Delayed reviews
- Backdated rent
- Lease interpretation
- Surveyor coordination
- Negotiated settlements
- Rent review memoranda
- Independent expert procedures
- Arbitration
- Rent review disputes
Where a matter becomes contentious, we can coordinate support through our Commercial & Property Litigation practice.
Why Choose Knights & Shah Solicitors?
Landlord and Tenant Experience
We advise commercial landlords and tenants and understand the competing financial considerations involved in rent reviews.
Legal and Commercial Focus
We consider both the contractual wording and the commercial consequences of the review.
Working Alongside Property Professionals
We can work with commercial surveyors and valuers where specialist rental evidence is required.
Wider Commercial Property Support
Rent review advice can be coordinated with lease renewals, investment transactions, assignments, surrenders and portfolio management.
Current 2026 Legal Awareness
Commercial rent review law is entering a period of significant reform. We distinguish carefully between existing law and changes that have been enacted but are not yet operational.
Based in Woking, Serving England
Knights & Shah Solicitors is based in Woking, Surrey and advises commercial landlords, tenants, investors and businesses across England.
Speak to Our Commercial Rent Review Solicitors
Whether you are a landlord seeking to implement a rent review, a tenant responding to a proposed increase, or the parties have reached a dispute over the review mechanism or rental figure, early advice can help protect your position.
Knights & Shah Solicitors provides commercially focused advice throughout the rent review process, from interpretation of the lease and contractual notices through to negotiation, documentation and dispute resolution.
Contact our Commercial Property team to discuss your rent review.
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