Your break clause is a deadline, not an option
Most break clauses fail on a condition nobody read, not on a decision anyone took.
Problems, in order · Part of Outsourced General Counsel
Break clauses fail more often than they succeed, and almost never because the tenant changed their mind. They fail on conditions: rent paid up to date including the instalment falling due after the break date, vacant possession given rather than merely the keys returned, no subsisting breach of covenant, notice served on the right entity at the right address in the right form.
Each of those is individually manageable. Together, discovered six weeks before the date, they are how a business ends up committed to another five years of a building it has already left.
The notice period is where the real deadline sits. A six-month notice requirement on a break date eighteen months away means your decision point is twelve months away, not eighteen. In practice the useful date to have in the register is the day the notice window opens, not the day the break falls.
The other half of the exercise is dilapidations, which arrive as a schedule with a number at the bottom that assumes you will not check it. Almost every schedule we have challenged has come down, sometimes substantially, because it claims for items beyond the repairing obligation or for reinstatement of works the landlord consented to.
None of this requires cleverness. It requires the date, in a register, with someone whose job it is to act on it.
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