How can we help?


Failure to yield up with vacant possession makes exercise of break clause ineffective

A recent case to come under the spotlight was Riverside Park Ltd v NHS Property Services Ltd [2016], which emphasised the importance of clearly identifying what a chattel or fixture is in order to ensure vacant possession is given. 

NHS Property Services Limited was the tenant of some office space and the landlord was Riverside Park Limited.  The tenant sought to terminate its lease by service of a break notice. The break clause provided that the notice would only be effective to end the lease ‘if the tenant gives vacant possession of the premises to the landlord’ on or before that date.  At the break date various items were left in the property, including large amounts of partitioning, kitchen units, floor coverings and other items.  Accordingly the landlord argued that vacant possession had not been given.

The focus of the case was on whether the partitioning and other items were a tenant’s chattel and so needed to be removed in order for the exercise of the break to be valid.

The Court held that the partitioning and other items were chattels and not fixtures, since they were only ‘slightly attached’ to the premises.  As a result, the failure to remove them rendered the break ineffective, meaning that vacant possession had not been given and the lease continued.

The items could in many cases be removed intact to be used elsewhere and were brought in to benefit the tenant rather than forming a lasting improvement to the premises.  Therefore, they were not part of the premises.  Furthermore, the presence of the partitioning substantially impeded or interfered with the landlord’s right to possession of a substantial part of the property.

The Court went on to say that even if the items were tenant’s fixtures, the exercise of the break clause would still have failed, as the definition of ‘premises’ in the lease specifically excluded partitioning and tenant’s fixtures and therefore these were not incorporated into the premises and needed to be removed for the break to be effective.

Chambers and Partners

The Clarkslegal team are commercial and good to work with. They get what our business needs and tell me what I need to hear.

This case is a harsh, but useful, reminder of the challenges involved in giving vacant possession.  Tenants should carefully consider how works have been annexed to a property to determine whether removal will be required.  If there is a condition in the break clause that requires vacant possession it is all too easy to breach it by leaving items behind that may not look like chattels at first sight.

The terms of the lease and any licences should therefore be thoroughly checked to ensure compliance well in advance of the break date.  Tenants should be wary of agreeing to give vacant possession as a condition of a break clause in the first place.  An alternative to this could be to make it a condition of the break that the tenant to terminates any third party occupations of the premises.

If you would like assistance in relation to a particular situation, please contact a member of the Real Estate team on 

About this article


This information is for guidance purposes only and should not be regarded as a substitute for taking legal advice. Please refer to the full General Notices on our website.

About this article

Read, listen and watch our latest insights

  • 01 June 2023
  • Immigration

What is the Immigration Skills Charge (ISC) and how much do you have to pay?

The Immigration Skills Charge (ISC) is a levy on companies who sponsor migrant workers. This levy was imposed on 6 April 2017. The Government states that the charge has been levied to contribute towards addressing the skills gap in the local economy.

  • 26 May 2023
  • Employment

Avoiding discrimination in flexible working requests

The right to request flexible working is currently available to employees with at least 26 weeks’ service and is set to be extended further under new Government reforms.

  • 25 May 2023
  • Corporate and M&A

Management Buyout – Top 5 things to consider

A management buyout is a financial transaction in which a member of the management team purchases the company from its registered owner. MBO’s usually occur in private companies in an effort to enhance profitability and simplify strategies.

  • 25 May 2023
  • Employment

Carer’s Leave Bill set to become law

On 19 May 2023, the Carer’s Leave Bill had its third reading in the House of Lords, and upon receiving Royal Assent, will become law. There is not yet a date for the implementation of this bill, however it is likely that this will happen relatively quickly upon receiving Royal Assent, so is definitely one to keep an eye on.

  • 18 May 2023
  • Immigration

Navigating SOC Codes

When it comes to UK immigration, understanding the intricacies of the system is vital. One significant aspect of the process revolves around Standard Occupational Classification (SOC) codes. SOC codes play a crucial role in determining the eligibility for an individual to apply for a work visa, assessing skill levels, and matching individuals to appropriate job roles.

  • 17 May 2023
  • Litigation and dispute resolution

Conflicts and experts: Lessons from Arrassey v Nelsons

We often hear about conflicts of interest in both legal and non-legal settings, and how this can affect professionalism in certain industries. In the recent case of Arrassey Properties Limited v Nelsons Solicitors (Case No. F55YJ238), which concerned a property dispute.