Section 23 protects a tenant from an unreasonable refusal. It does not protect a tenant from a lease that never promised reasonableness in the first place.
Short answer
It depends entirely on what the lease says. Section 23(1) of the Commercial Tenancies Act provides that a covenant against assigning without consent “shall, unless the lease contains an express provision to the contrary, be deemed to be subject to a proviso to the effect that such licence or consent is not to be unreasonably withheld.” Read the exception in the same sentence: the restriction on the landlord is not created by the statute at all — it is implied into a clause the parties themselves wrote, and the parties can write it back out. See Commercial Tenancies Act, s.23(1).
Where the lease is silent on the standard, the deemed proviso applies and a refusal has to be reasonable on the facts of that lease, that assignee and that refusal — the Act supplies no checklist. Where the lease instead gives the landlord sole, absolute or unfettered discretion to refuse, courts read that language as displacing the deemed proviso entirely, and a refusal needs no reason at all. The first question in any lease review is therefore not whether a particular landlord is likely to be reasonable, but whether the clause requires it to be.
Assign without consent, and the tenant is in ordinary breach — but this is one breach the Act’s own relief-from-forfeiture machinery will not reach. General relief under s.20 of the Act applies “despite any stipulation to the contrary,” and s.20(7) carves the assignment covenant back out by name, so a court’s equitable jurisdiction outside the Act is the only fallback — and it is discretionary, not a plan. And this rule is Ontario-specific: British Columbia and Alberta have no equivalent deemed-reasonableness provision at all, discussed separately.
Case Files: the relief window that closed when the Crown sold the lease is a reminder that a landlord’s reasonableness is never the only gate on a lease — here the tenant itself had ceased to exist, which a consent standard, however generous, cannot cure.
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