How to Fight a Section 25 Notice Yourself: A Tenant's Guide

What a section 25 notice actually is

The Landlord and Tenant Act 1954 ("LTA 1954") Part II gives qualifying business tenants security of tenure. Under section 23, your tenancy qualifies if you occupy the premises for the purposes of a business and the lease has not been validly contracted out. Section 24 then continues your tenancy automatically after the contractual term date — your lease does not simply expire.

Either party can interrupt that continuation. A landlord uses a section 25 notice; a tenant uses either a section 26 request (asking for new terms) or a section 27 notice (terminating). What you have received is the landlord's move.

There are two flavours:

• Friendly section 25 notice — uses prescribed Form 1. The landlord does not oppose a new tenancy and proposes terms (rent, length, other provisions). This opens negotiation.
• Hostile section 25 notice — uses prescribed Form 2. The landlord opposes the grant of a new tenancy and must cite one or more of the seven grounds in section 30(1).

Read the form heading carefully. A notice on the wrong form, or missing prescribed content, may be invalid — though the courts apply the Mannai Investment v Eagle Star [1997] AC 749 reasonable-recipient standard, so trivial slips rarely save the tenant.

The notice period — 6 to 12 months, no later than the term date

Section 25(2) requires the notice to specify a termination date that is:

• Not less than 6 months after the notice is given;
• Not more than 12 months after the notice is given; and
• Not earlier than the date the tenancy could have ended at common law (typically the contractual term date or a valid break date).

Diary the termination date the moment you receive the notice. That date controls your window to apply to court.

Reading the notice — the four checks

Before you do anything else, work through four checks on the document itself.

1. Form and prescribed content. Is it on the correct prescribed form? Form 2 (hostile) must state every ground relied on; form 1 (friendly) must contain the landlord's proposals as to the new tenancy.

2. The termination date. Is it within the 6-12 month window? Is it no earlier than your contractual term date?

3. Service. Was it served on the correct tenant and at the correct address? Section 23 of the Landlord and Tenant Act 1927 governs service (LTA 1927 s.23, applied by LTA 1954 s.66(4)).

4. The grounds cited (if hostile). Which of section 30(1)(a)-(g) does the landlord rely on? The landlord may rely only on grounds stated in its s.25 notice or s.26(6) counter-notice (s.30(1)).

If any of these checks fails, take advice — invalid notices are sometimes salvageable for the landlord and sometimes fatal, and the analysis is fact-sensitive.

Your response — there is no counter-notice

This is the part where many tenants stumble. Before 1 June 2004, you had to serve a written counter-notice within two months stating you were unwilling to give up possession. That requirement was abolished.

Today, your response is simply this: if you want a new tenancy, you (or the landlord) must issue a court claim (under section 24(1), or the landlord's termination claim under section 29(2)) on or before the termination date in the section 25 notice. If neither party issues, your tenancy ends on the termination date with no renewal. If the landlord's notice opposed renewal only on grounds (e), (f) or (g), you may still claim compensation under section 37 on quitting (s.37(1C)).

You can extend the deadline by written agreement under section 29B. Get any extension in writing, signed by both parties, and diary the new date. Do not rely on emails saying "we'll sort this out" — they are not section 29B agreements.

The seven statutory grounds in section 30(1)

The landlord must succeed on at least one of these grounds to defeat your renewal:

• (a) Tenant's failure to comply with repairing obligations
• (b) Persistent delay in paying rent
• (c) Other substantial breaches of obligation, or other reasons connected with the tenant's use of the holding
• (d) Suitable alternative accommodation offered by the landlord
• (e) Where the current tenancy was created by a sub-letting of part — that letting the whole would produce a substantially higher rent
• (f) Landlord's intention to demolish, reconstruct or carry out substantial works of construction
• (g) Landlord's intention to occupy the holding for its own business or as a residence

Grounds (a), (b), (c) and (e) are discretionary — the court "may" refuse a new tenancy. Grounds (d), (f) and (g) are mandatory — if proved, the court must refuse.

The grounds you are most likely to see are (f) and (g). They are also where compensation under section 37 becomes payable if the landlord succeeds — more on that below.

Defeating ground (a) — disrepair

The landlord must show that, having regard to the state of repair of the holding, you ought not to be granted a new tenancy. This is a discretionary ground — proving the breaches is not enough; the court weighs the seriousness, the cause, and your willingness to put right.

Build your evidence pack:

• Photographs of the premises, dated, showing condition
• Receipts and invoices for repairs you have carried out during the term
• Correspondence with the landlord about repairs, particularly any outstanding landlord obligations
• A schedule of any works you propose to carry out before renewal
• Witness evidence from contractors or your own staff

The court has weighed similar evidence many times — recent or remedied breaches, breaches caused by latent defects, or breaches the landlord acquiesced in are often discounted.

Defeating ground (b) — persistent delay in paying rent

"Persistent delay" is the key phrase. One late payment is not persistent; a pattern is. The court looks at frequency, duration, the size of arrears, and your conduct.

Your evidence:

• A complete payment record showing dates of demands and dates of payment
• Bank statements or accounting records corroborating the dates
• Any explanation for late payment — landlord delays in issuing demands, disputes over service charge, banking errors
• Evidence that current rent is up to date
• A standing order or direct debit set up going forward

Where late payment was caused by a genuine dispute (for example, a service charge challenge) or was an isolated event since resolved, the court can take that into account in deciding whether you 'ought not' to be granted a new tenancy (s.30(1)(b)).

Defeating ground (c) — other substantial breaches

This is the catch-all. The breach must be "substantial" — minor or technical breaches will not do. The 'use or management' link applies only to the 'any other reason' limb (s.30(1)(c)).

Tackle ground (c) by pinning down exactly what is alleged. Ask the landlord, in writing, for full particulars of the breach: which clause, what conduct, what date. Then build evidence to deny, explain, or show remediation. The same approach as (a) and (b) applies — courts give weight to remedied conduct and to breaches that did not actually prejudice the landlord.

Defeating ground (f) — demolition or reconstruction

This is the ground tenants fight most often, because it is the ground landlords most often pick when they want vacant possession for redevelopment.

The landlord must prove:

1. Intention — a firm and settled intention, not a mere hope or possibility, to carry out the works at or shortly after the termination of the tenancy; and
2. The works qualify — they must be "demolition" or "reconstruction" of a substantial part, or "substantial works of construction", on the holding (not works that could be done on neighbouring land); and
3. The works could not reasonably be carried out without obtaining possession — this is where section 31A bites (see below).

The leading authority on intention remains Cunliffe v Goodman [1950] 2 KB 237, a section 18(1) LTA 1927 case whose definition of intention has been applied generally: the landlord must have decided, so far as in it lies, to bring the works about, and must have a reasonable prospect of being able to do so (Asquith LJ at p 253, quoted in Franses at [9]).

Then came S Franses Ltd v Cavendish Hotel (London) Ltd [2018] UKSC 62 — the most important recent authority. The landlord's intention must not be conditional on the tenant's claim for a new tenancy; the acid test is whether the landlord would intend to do the same works if the tenant left voluntarily (Franses at [19]).

Test the landlord's intention forensically. Ask, in correspondence and on disclosure:

• Planning permission — is it in place, applied for, or merely contemplated? When?
• Funding — is finance secured? From whom? On what terms?
• Professional team — architects, engineers, contractors engaged? Contracts signed?
• Programme — when do works start? When do they finish? Is there a critical path?
• Board approval — for a corporate landlord, has the board resolved to proceed?
• The "Franses question" — would the landlord do these works if you simply left?

A landlord whose answer to these is hand-wavy is in trouble. A landlord with a fully designed and consented scheme, signed building contract, drawn-down finance, and a board minute is not.

Section 31A — the works-around-the-tenant exception

Section 31A is the tenant's lifeline on ground (f). Even if the landlord proves intention, the ground fails if either:

• (a) The tenant agrees to the inclusion in the new tenancy of terms giving the landlord access and facilities to carry out the works, and the works could reasonably be carried out without obtaining possession and without interfering substantially or for a substantial time with the tenant's use of the holding; or
• (b) The tenant is willing to take a tenancy of an economically separable part of the holding on terms that, again, give the landlord access to do the works on the rest.

This is genuinely powerful. If the landlord's "reconstruction" can be done while you stay (or by re-letting you part), ground (f) collapses. The architecture of the works matters: external cladding, roof works, lift replacement, plant rooms — these can sometimes be done around an occupier. A full structural gut almost certainly cannot.

Ask the landlord's surveyor (or instruct your own) whether the works can be programmed to allow continued occupation. A section 31A argument is often the difference between a renewal and a refusal.

Defeating ground (g) — landlord's own occupation

The landlord must intend, on termination, to occupy the holding for the purposes of a business carried on by the landlord, or as the landlord's residence. The intention test is the same firm-and-settled standard from Cunliffe v Goodman.

The critical bar is the five-year rule in section 30(2). Ground (g) is unavailable if the landlord's interest was purchased or created after the beginning of the five years ending with the termination of the current tenancy, and the holding has been let on business tenancies throughout (s.30(2)). "Purchased" means for money or money's worth; inheritance and certain other dispositions do not count.

Check Land Registry. Find out when the landlord (and any predecessor in the same group) acquired the reversionary interest. If acquisition was within the five-year window before your section 25 termination date, ground (g) simply is not available. The landlord cannot run it. If they have served a notice citing (g) and the five-year rule defeats them, that part of the notice is dead on arrival.

If the five-year hurdle is cleared, attack the intention itself: business plan, financial backing, the practical capacity of the landlord to step into your shoes, any inconsistent statements about other premises.

Defeating ground (d) and ground (e)

Ground (d) — suitable alternative accommodation. The landlord must offer (or secure) accommodation on terms reasonable in the circumstances, suitable for your business, and available at the date the current tenancy comes to an end. Test "suitability" against your actual operational needs — footfall, accessibility, ancillary space, parking, lease length. Most ground (d) cases turn on detailed surveyor evidence about whether the alternative truly works for your business.

Ground (e) — sub-letting of part. Only available where the current tenancy is itself a sub-tenancy of part. Rarely run.

The court process — CPR Part 56

• Unopposed claim: Part 8, claim form N208; defendant's acknowledgment N210 within 14 days of service (CPR 56.3(3), 8.3(1); PD 56 para 3.10).
• Opposed claim (a hostile s.25 notice): Part 7, claim form N1; landlord's acknowledgment N9 and defence stating its grounds (CPR 56.3(4); PD 56 para 3.12).
• Where to issue: the County Court (any hearing centre; it is sent to the centre serving the property) (CPR 56.2(1); PD 56 para 2.2).
• Directions — the court will give directions for evidence, expert evidence (typically valuation), and trial.
• Interim rent — either party can apply under section 24A for an interim rent payable while the renewal claim is pending.

You can act in person. The forms and procedure are not trivial, but they are manageable. Watch the deadlines like a hawk — particularly the section 29A(2) deadline for the claim itself, which expires on the date of termination specified in the section 25 notice (unless extended in writing under section 29B).

Section 37 compensation — the consolation prize

Where the landlord succeeds on grounds (e), (f) or (g) — and only those — section 37 entitles you to compensation on quitting (s.37(1A)–(1B)). You are also entitled to it where the landlord's notice opposed renewal only on those grounds and no claim is made, or a claim is made and then withdrawn (s.37(1C)). This is the "no-fault" payout: you leave, you get paid.

The amount is calculated on the rateable value of the holding:

• One times the rateable value if you (and any predecessor in the business) have been in occupation for less than 14 years; or
• Two times the rateable value if 14 years or more.

The multiplier was last fixed by statutory instrument and the appropriate multiplier is 1 (SI 1990/363 art 4(a)). Check the current rateable value on the VOA website and run the maths. For long-occupied premises with a substantial rateable value, this is real money.

Section 37 compensation is also the lever for the misrepresentation remedy: if the landlord obtained termination by misrepresentation or concealment of material facts (for example, the landlord said it intended to occupy under (g) but never did), section 37A allows the court to order compensation for damage or loss sustained as a result. Inclusive Technology v Williamson [2009] EWCA Civ 718 is a useful reference point on how courts handle that.

PACT — an alternative to court

Professional Arbitration on Court Terms (PACT) is a joint scheme of the Law Society and the Royal Institution of Chartered Surveyors. Both parties agree to refer the dispute to an arbitrator or independent expert, instead of going to court.

PACT is faster and often cheaper than litigation. It is purely consensual — the landlord must agree. It is most useful where the dispute is about the terms of a new tenancy (rent, length, repairing obligations) rather than the existence of a ground of opposition. If the landlord is running ground (f) hard, PACT is unlikely to be appropriate; if the landlord has served a friendly notice and you are arguing about rent, it may be ideal.

What this guide cannot do

This is an explorer's map for a dense piece of legislation. Real cases turn on facts, evidence, and the chemistry of the particular landlord and tenant. Section 25 disputes can be settled, mediated, arbitrated, or fought to a lengthy trial with expert evidence on both sides. The seven grounds look simple on paper; the case law is seventy years deep.

Two things in particular need professional input:

1. Anything to do with valid service or validity of the notice. Get this wrong and you lose the war on a technicality.
2. Ground (f) intention evidence. S Franses gave tenants a real weapon, but using it well needs a barrister or solicitor who has run the argument before.

Nothing in this guide is legal advice. It is an introduction to the territory.

Next steps

If you have just received a section 25 notice, your immediate steps are:

1. Diary the termination date and the date 6 weeks before it (a working deadline for taking advice and preparing the claim — the legal deadline is the termination date itself).
2. Identify which form the notice is on and which grounds (if any) are cited.
3. Open a file — every email, letter, and conversation about the property goes in, dated.
4. Take advice early — a one-hour consultation with a property solicitor pays for itself ten times over.
5. Decide your strategy — accept the new terms, negotiate, agree a section 29B extension, refer to PACT, or issue a court claim.
6. Build your evidence for the ground in play, in parallel with negotiation. Photographs, payment records, correspondence, expert input.
7. Issue in time — if no settlement, you (or the landlord) must issue on or before the termination date.
8. Quantify your section 37 compensation if grounds (e), (f) or (g) are in play — it is a real figure that should sit in your settlement model.

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