Abstract
This thesis provides the first detailed study of the relationship in Scots law between a tenant and a singular
successor of the landlord. It considers both the rules which apply to short (unregistered) leases and those
which apply to long (registered) leases. The primary aim of the thesis is to set out and analyse the current
Scots law. Where relevant, however, reference is made to the rules of other legal systems, such as English,
German and South African law.
The thesis focuses on three distinct areas. The first part considers the prevalent view that singular
successors are affected only by terms which appear in a document of lease. The potential for successor
landlords to be affected by variations to the initial lease, side-letters and unimplemented terms of missives
is considered.
The second, and largest, part of the thesis considers the rules for determining whether particular conditions
of a lease are 'personal' (in the sense of binding only the original landlord) or 'real' (in the sense of binding
the landlord's successors). This distinction is based on the content of the relevant condition. The thesis
locates the distinction in property and contract law doctrine and reveals it to be a mandatory one, which
parties to a lease cannot circumvent by intention. It considers the accepted test for distinguishing real and
personal conditions (the 'inter naturalia' test) and identifies problems with it. A revised test is proposed and
then applied, in the following chapters, to particular types of lease term. Terms which are analysed include
break options, renewal options, options to purchase, terms permitting the retention of rent, and terms
relating to land other than the subjects of the lease, such as access rights and exclusivity obligations.
Criticisms of the distinction from the perspective of legal policy are evaluated.
The third, and final, part of the thesis considers whether the fact that the successor acquired gratuitously or
with knowledge of the terms of the lease results in his being bound by terms which would otherwise be
personal. That is to say, it considers the 'offside goals' rule. The requirements of that rule are clarified and
then its application to an obligation or option to renew the lease and to an option to purchase is considered.
This includes a detailed consideration of the obligations to which the grant of an option gives rise.
