Breach of Covenant: Whether external doors are considered ‘landlord’s fixtures’ or form part of the tenant’s demise (Marborough Knightsbridge Management Ltd v Fivaz – 2021)

Where a tenant replaced external doors to flats, the court was asked to consider whether it had breached covenants requiring the tenant not to remove any ‘landlord’s fixtures’ or whether the external doors in fact formed part of the tenant’s demise.

The background

In Marborough Knightsbridge Management Ltd v Fivaz [2021], the tenant held leases of two flats in a building granted by the landlord. The tenant replaced the external doors to both flats.

Under its leases, the tenant covenanted not to remove any ‘landlord’s fixtures’ without permission from the landlord. The landlord brought an application in the First-tier Tribunal, claiming that the tenant had breached its lease covenants. The FTT found in favour of the landlord, agreeing that the doors were ‘landlord’s fixtures’ and that the tenant had breached the terms of the leases. On appeal by the tenant, the Upper Tribunal upheld the appeal and found that the doors formed part of the tenant’s demise with no breach having occurred. The landlord appealed.

The decision

The Court of Appeal dismissed the appeal and found in favour of the tenant, agreeing that the external doors were not ‘landlord’s fixtures’.

The Court considered whether the external doors constituted ‘fixtures’ at all, or whether they formed part of the fabric of the building, becoming real property once they were fitted rather than personal property. ‘Tenant’s fixtures’ are recognised as those fixtures removable by the tenant at the expiry of the lease.

The tenant’s demise constituted the flats themselves and not the building. Accordingly, whilst the external doors may not be structurally part of the flats, they became part of the flats during construction, they were considered part of the demised premises in the leases’ definitions and were essential in giving privacy and security to the tenant. It is acknowledged that the flats would be considered incomplete without external doors being fitted. Requiring the tenant not to remove ‘landlord’s fixtures’ did not encompass replacement of external doors; although the landlord may have wished to have some control over the replacement, the lease covenants considered were insufficient for this purpose. The doors formed part of the demised flats and were not therefore landlord’s fixtures.

Advice and action for landlords

Landlords and management companies are advised to note this decision where estate management requires control over the external appearance of properties, including the style and construction of external doors.

External doors will not form part of the landlord’s fixtures, but instead are part of a demise granted to a tenant. Leases should expressly state where consent of the landlord is required to any alterations to the exterior of a demise, for example to doors, windows, or to any other works which will affect the appearance of the demise or where a landlord requires that specific materials are used.