Neither British Columbia nor Alberta has a statute deeming a commercial lease’s consent covenant subject to a proviso that consent not be unreasonably withheld. Ontario does. In BC and Alberta the assignment clause is the whole answer, and the only statutory override of such a covenant in either province runs through a trustee in bankruptcy.
Key takeaways
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Ontario legislates a deemed proviso into a lease’s consent covenant, at section 23 of the Commercial Tenancies Act, under the marginal note “Licence to assign not to be unreasonably withheld”. Its mechanics belong to the companion article on the landlord who can stop your deal.
A buyer in Vancouver or Calgary is not in a weaker version of that position but a different one: no statute addresses the landlord’s discretion, so the purchase agreement is the only place to manage the risk. On a main-street deal the lease often outweighs the equipment — in Vancouver, “the landlord’s consent to assign that lease is the one approval the deal can’t close without”.
SECTION 02 OF 09
Three BC Acts could plausibly carry such a rule, and all three were read end to end: the Commercial Tenancy Act, the Law and Equity Act and the Property Law Act. “Unreasonably” appears nowhere in the first two; in the third, twice, and neither concerns a landlord.
The absence was tested, not assumed. A search of BC’s public statutes and regulations for “underletting” returns no results at all. The control matters as much: “underlease” on the same endpoint returns exactly two documents — the two Acts above — so the index is live and lease-aware.
What BC legislates is the effect of a consent, not its availability: under section 29 of the Law and Equity Act a licence “extends only to the permission actually given”, and forfeiture survives any later assignment not specially authorised. You buy one consent, not a standing permission.
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The Commercial Tenancy Act is misleadingly named — thirty sections on distress, overholding and writs of possession, none on assignment — and its one intersection with consent is insolvency. Where a receiving order or assignment is made against or by a lessee under the federal Bankruptcy and Insolvency Act, section 29(3) provides that a covenant against assigning or subletting without the landlord’s consent “shall be of no effect” — but only where the Supreme Court, “on the application of the trustee and after notice of the application to the landlord, approves the transfer or disposition”.
Read the conditions, not the headline. The applicant is the trustee, the tenant must already be bankrupt, and the transferee must “deposit with the landlord a sum equal to 3 months’ rent, or supply to the landlord a guarantee bond approved by the court”. A solvent buyer gets nothing; an insolvent target is a separate subject.
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The first: the same legislature imposed the duty on a different relationship. Under section 24 of the Property Law Act, “A mortgagee or vendor under an agreement for sale must not unreasonably refuse to grant the mortgagee’s or vendor’s approval under this section.” The court may then, subsection 24(5) provides, “if it finds that the approval has been unreasonably withheld, grant the approval”. That reaches a mortgagee and a vendor, not a lease, and is not to be read across — but it is proof BC knows how to impose this duty.
The second: a law-reform body asked for it and did not get it. The British Columbia Law Institute’s Report no. 55 (2009) proposed a draft section headed “Landlord’s consent to assignment or sublease not to be unreasonably withheld”. Its commentary is the clearest statement of the position — “British Columbia’s CTA is silent on this issue” — and, as at 2009, “Eight Canadian common-law jurisdictions have legislation limiting the ability of a landlord unreasonably to refuse consent”.
Two things follow. The recommendation was not enacted — the Commercial Tenancy Act as consolidated to 25 August 2026 has no such section. And the footnote naming those eight lists Saskatchewan, Manitoba, Ontario, New Brunswick, Prince Edward Island, Yukon and the Northwest Territories, plus Nunavut — not Alberta. Those statutes were not read here; the footnote’s value here is Alberta’s absence.
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BC at least has an Act with the right name; Alberta does not. The King’s Printer catalogue under “L” returns a Landlord’s Rights on Bankruptcy Act and a Life Leases Interest Rate Regulation and nothing else touching landlords or leases; “C” returns no tenancy statute. The control passes, because the same catalogue lists the Residential Tenancies Act under “R” — and that Act is no help: section 2(1) reads “Subject to subsection (2), this Act applies only to tenancies of residential premises”.
The general property statute is silent too. Alberta’s Law of Property Act contains no occurrence of “underletting” or “sublet”, and its one use of “unreasonable” concerns waste by a co-owner. Its tenancy material is housekeeping: section 65 gives whoever acquires the reversion or leasehold “all the rights and is subject to all the obligations based on the real covenants relating to the tenancy”.
SECTION 06 OF 09
Alberta puts its only override in insolvency too, then narrows it by trade. Section 8 of the Landlord’s Rights on Bankruptcy Act reaches only premises leased by a retail, wholesale or commission merchant, a manufacturer, or “a person whose ostensible occupation is buying and selling goods, wares or merchandise”. A professional practice or services firm may fall outside it.
Where it applies, the trustee may, “Notwithstanding the legal effect of a provision or stipulation in the lease” and on payment of all overdue rent, assign to someone who will conduct “a trade or business that is not reasonably of a more objectionable or more hazardous nature” than the tenant’s and is “approved by the Court of King’s Bench as a person fit and proper to be put into possession”. The entry price is double BC’s: a “sum equal to 6 months’ rent” on deposit, or a bond for the same.
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With no statute in play, drafting decides everything, starting with whether the covenant is qualified or absolute — both enforceable, only one useful to a buyer. Treadstone Law makes the point on an Ontario page, about wording rather than statute: some leases require the landlord not to withhold consent unreasonably, while “others give the landlord broader, even absolute, discretion to refuse for any reason or no reason at all”. In Ontario a lease silent on reasonableness still picks up the statutory proviso; in BC and Alberta, silence and absolute discretion land in the same place.
The opposite extreme is real on old, informal leases. At common law, the BCLI committee recorded, where a lease is silent on consent, “the tenant is free to assign or sublet to whomever it chooses and it does not need to obtain the landlord’s consent” — though “the almost universal practice is to include restrictions”. Treadstone Law states the same Ontario default: “If a lease says nothing at all about assignment, the general default is that the tenant can assign without needing the landlord’s consent.”
Then ask what consent leaves behind: “many leases keep the original tenant on the hook as a backup if the new tenant defaults” unless released — negotiated at the consent stage or not at all.
SECTION 08 OF 09
Assigning in breach is a breach, and the remedy is forfeiture. Both provinces give their superior courts a general power to relieve. BC’s Law and Equity Act, section 24: “The court may relieve against all penalties and forfeitures, and in granting the relief may impose any terms” it thinks fit. Alberta’s Judicature Act, section 10 repeats it almost word for word, down to “all other matters that the Court sees fit”. Neither carves the assignment covenant out of its own scope — a real textual difference from Ontario’s scheme, and a statement about what the sections say, nothing more. No BC or Alberta judgment was retrieved here, and both powers are discretionary on their face.
BC adds two limits: under section 28 a court “does not have power under this Act to relieve the same person more than once in respect of the same covenant or condition”, and none at all where the forfeiture “has been already waived out of court” in the applicant’s favour. Closing without consent and litigating afterwards is not a plan.
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Read the assignment clause before the price is agreed. Absolute discretion, a change-of-control trigger, a consent fee, a security top-up and a refusal to release the seller are all ordinary and enforceable. The market consequence, on Treadstone Law’s BC page: “Lower Mainland landlords commonly negotiate a consent fee or security top-up”, at a stated two to six weeks; in Vancouver, “downtown and westside landlords move deliberately on assignments”.
Make consent a closing condition and start it on day one; the other approvals are provincial and run in parallel. In BC, “a PST clearance on the seller’s account, a WorkSafeBC letter, and any LCRB licence transfer”; in Alberta, WCB clearance, registry searches and any AGLC step. On industrial premises Edmonton landlords “often add environmental and use conditions to the consent”.
Buying shares instead is real but not free: on a share sale the lease “Usually stays in place — no assignment needed”, which holds only until a change-of-control clause says otherwise. The limits are as plain as the findings: this reports what BC’s and Alberta’s legislation says, on the consolidations dated beside each source, surveys no other province, reads no case law, and is not advice. Read your clause, alongside whether the premises still suit the business.
No. Neither province has a statute deeming a reasonableness proviso into a lease’s consent covenant. Unlike Ontario’s Commercial Tenancies Act section 23, silence or absolute landlord discretion in BC or Alberta simply means the landlord’s discretion is not fettered by law.
Yes, but only in bankruptcy. Both provinces let a trustee in bankruptcy apply to court to override a consent covenant, and only against a security deposit: three months’ rent in BC under the Commercial Tenancy Act, six months’ rent in Alberta under the Landlord’s Rights on Bankruptcy Act.
Yes. At common law, where a lease is silent on consent, the tenant is free to assign without the landlord’s permission, though in practice almost every commercial lease includes an assignment restriction, so a truly silent lease is unusual.
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