The lease states:-
“4. The Management Company hereby covenants with the Lessor and as a separate covenant with the lessee to do and perform the following :- (A) In the fifth year after completion of construction of the Building and in every fifth year of the said term thereafter and in the last year thereof to stain paint or otherwise decorate as appropriate in a proper and workmanlike manner all external parts of the Building and all additions thereto and all of the said refuse store of which such treatment is necessary and appropriate AND at the aforesaid times to stain paint or otherwise decorate as appropriate in a proper and workmanlike manner all parts of the Building of which such treatment is necessary or appropriate including (i) the stair wells and all staircases or steps hand rails banisters and landings therein (ii) the entrance halls (except any hall within any flats) (iii) the entrance doors and (iv) the outside of the front door of each flat and the like side of the frame to each of such doors.”
The Lease Under the Microscope: Who Is Responsible for Redecoration?
At first glance, Clause 4(A) looks like a rather dry piece of legal drafting. Read carefully, however, it is considerably more specific. The Management Company has covenanted* directly with the lessee to carry out a programme of external and communal redecoration at specified intervals. This isn’t simply a statement that the building should be kept looking presentable. It is a contractual obligation to carry out painting, staining or other appropriate decoration in a proper and workmanlike manner.
So, what does the clause actually require?
1. There is a timetable.
The obligation kicks in in the fifth year after completion of construction, then every fifth year thereafter, and again in the last year of the lease term.
In other words, the lease contemplates a recurring cycle of major redecoration. It isn’t an obligation that can simply disappear because the Management Company, its directors or its managing agent decide that redecoration is inconvenient or too expensive.
2. It covers the outside of the building.
The Management Company must stain, paint or otherwise decorate, as appropriate, all external parts of the Building and additions to it where such treatment is necessary and appropriate.
That is a broad obligation. It isn’t confined to one particular wall, entrance or decorative feature.
3. It expressly covers communal internal areas.
This is perhaps the most important part of the clause.
The lease specifically identifies internal parts of the Building requiring treatment, including:
- stairwells
- staircases and steps
- handrails
- banisters
- landings
- entrance halls
- entrance doors
- and certain parts of the individual flat entrance doors and their frames.
So the obligation isn’t simply to paint or cleanse the exterior of the building. The lease expressly brings communal internal areas within the redecoration covenant.
4. The flat entrance doors are specifically mentioned.
The clause doesn’t merely refer to “doors” in general. It specifically requires treatment of:
“the outside of the front door of each flat”
and the corresponding side of the frame to those doors.
That is significant because the lease has identified the flat entrance doors as part of the redecoration programme. The fact that the doors serve individual flats does not, by itself, remove them from the Management Company’s stated obligation.
But there is an important qualification
The wording does not necessarily mean that every surface must be painted every five years regardless of its condition.
The clause repeatedly uses the words “as appropriate” and refers to parts where treatment is “necessary or appropriate.”
That gives the Management Company some scope to determine what work is actually required. But that is very different from having an unlimited discretion simply to decide that nothing needs doing.
The question is therefore not merely:
“Did the Management Company paint everything?”
It is:
“Was the work required by the lease properly assessed, and were the areas requiring treatment actually dealt with in a proper and workmanlike manner?”
And then there is the phrase that really matters: “proper and workmanlike”
This isn’t decorative language for the sake of it.
The lease says the work is to be carried out “in a proper and workmanlike manner.”
That potentially raises questions about the standard of the finished work, the preparation undertaken, the quality of the materials and whether the result can reasonably be described as competent and appropriate workmanship.
A programme of redecoration which technically involves putting some paint on some surfaces is not necessarily the same thing as fulfilling a covenant to redecorate properly and workmanlike.
What this means for leaseholders
The clause creates a useful starting point for accountability.
When a redecoration project is proposed—or has already been completed—leaseholders are entitled to look at the work through the wording of the lease and ask:
What areas did the lease require to be considered?
Which areas were actually included?
Which were excluded, and why?
Was the condition of those areas assessed?
What was the specification given to contractors?
Was the work carried out to a proper and workmanlike standard?
And, perhaps most importantly, was the Management Company actually complying with the covenant it made in the lease?
The answer cannot simply be “that’s what the contractor quoted for” or “that’s what the directors decided to do.” The contract between the Management Company and its contractor is one thing. The Management Company’s obligations under the lease are another.
The bigger picture
This clause is a good example of why the lease matters.
The Management Company is not simply managing a building according to whatever programme happens to be convenient at the time. It has entered into contractual covenants with the lessee. Those covenants define responsibilities and create obligations which should be capable of being tested against what actually happens on the estate.
The lease is therefore the benchmark.
Not the managing agent’s interpretation. Not the contractor’s specification. Not historical practice. Not the cheapest option. The lease.
And when the work is finished, the obvious question is a simple one:
Did the Management Company do what it promised to do?
*In a lease, “covenants” essentially means legally binding promises or obligations.
So when Clause 4(A) says the Management Company “covenants with the Lessor and as a separate covenant with the lessee”, it is saying that the Management Company has contractually promised both the Lessor and the leaseholder that it will carry out the obligations that follow.
That is important because it is stronger than simply saying the Management Company may, should or intends to do something. A covenant is a contractual obligation, and failure to comply with it may potentially amount to a breach of the lease.