A lease is a contract between the landlord and the existing tenant. Buying the business does not make the buyer a party to it — only the landlord can do that.
Short answer
No — a commercial lease does not transfer with the business’s assets on its own. An asset purchase agreement can list the lease as a purchased asset and obligate the seller to apply for a transfer, but signing it does not move the tenancy: the lease stays a contract between the landlord and the seller until the landlord agrees to substitute the buyer. Section 23(1) of Ontario’s Commercial Tenancies Act governs how that agreement is obtained. Where a lease bars assigning or subletting without the landlord’s consent, the covenant “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.” The statute does not remove the requirement for consent — it only stops a refusal without a reason, and only where the lease has not said otherwise.
If a landlord simply will not answer, subsection 23(2) gives a route around the impasse: “a judge of the Superior Court of Justice, upon the application of the tenant or of the assignee or sub-tenant, made according to the rules of court, may make an order determining whether or not the licence or consent is unreasonably withheld.” That is a civil application with no statutory deadline of its own — useful as leverage while a refusal is still soft, not something to count on curing a closing that is already late. See Commercial Tenancies Act, R.S.O. 1990, c. L.7, s.23.
A lease that hands the landlord “sole and absolute discretion” to refuse is enforceable on its own terms — s.23(1)’s deemed proviso only fills a gap the lease itself left open, and a lease that closes the gap keeps the landlord’s discretion unqualified. And a purchase structured as a share sale usually sidesteps the whole question: the tenant named on the lease does not change, so there is typically no assignment for the landlord to consent to — unless the lease itself contains a change-of-control or deemed-assignment clause treating a sale of the shares as a trigger in its own right.
Case Files: the relief window that closed when the Crown sold the lease is a failure mode one step further back — the tenant corporation had already been dissolved, so there was no assignor left to seek consent from at all.
Case Files: a lease that pushed the deal past three million — a reminder that a lease’s numbers can decide more than one statute at once.
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Canadian small-business transaction data is not published anywhere, so most valuations in this country quote an American benchmark. The Deavo–Treadstone Acquisition Index is a daily record of Canadian listings built to replace that: asking-price distributions by province and city are published now, and days on market, departure rates and asking-to-sale spreads follow as the series lengthens. Leave an email and we will tell you as each measure lands.
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