Guidance

English Devolution and Community Empowerment Bill: European Convention on Human Rights - Supplementary Memorandum

Updated 21 October 2025

Applies to England

Introduction

1. This memorandum supplements the memorandum published on 10 July 2025 (“the initial ECHR memorandum”) prepared by the Ministry of Housing, Communities and Local Government, which addressed issues under the European Convention on Human Rights (“ECHR”) in relation to the English Devolution and Community Empowerment Bill (“the Bill”).^{[footnote 1]}

2. This supplementary memorandum addresses the issues under the ECHR from government amendments tabled on 20 October 2025 for Commons Committee stage. This memorandum has been prepared by the Ministry of Housing, Communities and Local Government.

3. The amendments considered in this memorandum relate to clause 71 of, and Schedule 31 to, the Bill.

Rent reviews and arrangements for new tenancies

4. As set out in the initial ECHR memorandum, clause 71 and Schedule 31 insert new provisions into the Landlord and Tenant Act 1954 (“the 1954 Act”), being section 54A and Schedule 7A and 7B, to deal with the banning of upwards only rent reviews (“UORR”) in commercial leases.

5. Clause 71, which inserts section 54A in to the 1954 Act, is being amended in order to reflect the revised headings for Schedules 7A and 7B, which will be inserted in to the 1954 Act. Schedule 31 is being amended in order to effect changes to those Schedules 7A and 7B.

6. Schedule 7A is being restructured and amended. Part 1 deals with key terms used in the Schedule. It explains the terms “business tenancy” and a “business tenancy with a rent review”. The amendments ensure that a tenant who is still bound by their lease does not lose the protection of the UORR ban simply because they are not physically in occupation, for example because they have vacated or not yet occupied.

7. Part 2 gives tenants the right to trigger rent reviews, even if their lease does not allow them to do so. The amendments broaden the scope of the trigger provisions so that they apply to rent reviews generally, not just where there is an UORR clause contained within a lease. The amendments also ensure that the trigger provisions apply if the lease is granted in a compliant manner but is later varied to include non-compliant terms.

8. Part 3 sets out the details of rent review terms in leases which will be of no effect to the extent that they require an upwards only rent review, to ensure the intended clauses are captured by the UORR ban. The amendments ensure that the UORR ban also applies where a lease is granted in a compliant manner but is later varied to include non-compliant terms.

9. Part 4 disapplies any requirement in a pre-commencement superior lease for a tenant to include rent review terms when subletting, to the extent that such terms would be in contravention of the UORR ban. The amendments will disapply such terms and permit post-commencement subleases to include compliant rent review terms.

10. Part 5 includes anti-avoidance and interpretation provisions.

11. Schedule 7B deals with arrangements for the renewal of tenancies and will be broadened in scope by these amendments, ensuring that arrangements such as options and rights of first refusal are also within the scope of the UORR ban. The amendments will also mean that where a tenant is required to take a new lease, or exercises an option to take a new lease, they do not lose the protection of the UORR ban simply because they are not physically in occupation, for example because they have vacated or not yet occupied.

Article 1, Protocol 1 - Right to peaceful enjoyment of property

12. The government considers that Article 1 Protocol 1 is engaged by these measures, as amended, as they will prohibit certain types of rent review clauses from being included in commercial tenancies. However, as stated in the initial ECHR Memorandum, the government considers that these measures are proportionate and strike a fair balance between the interests of commercial landlords and tenants. Any interference pursues a legitimate aim of making commercial leases fairer by addressing a common lease term that can benefit landlords over tenants, especially where there is a power imbalance during negotiations. The ban seeks to allow the market to set rental levels more efficiently, ultimately helping the high street and boosting economic growth. Therefore the measures are justified because the government considers that these measures are proportionate and strike a fair balance between the interests of commercial landlords and the public or general interest.

13. The government considers that Article 1 Protocol 1 is engaged by the disapplication of terms in existing superior leases that require subleases to include UORR clauses. However, the amendment is required in order to ensure that subletting can continue effectively, provide clarity and ensure that the legitimate aim of the UORR ban is not undermined. Therefore any impact on landlords is considered to be proportionate as a means to achieving the legitimate aim of the ban.

14. The government also considers that Article 1 Protocol 1 is engaged by the broadening of scope of Schedule 7B to ensure that option agreements and rights of first refusal cannot be used to circumvent the UORR ban. However, without this amendment, the effectiveness of the ban would be undermined. Therefore it is considered necessary and proportionate in order to meet the legitimate aim of the ban.

1. hcb283_echr_memo.pdf ↩