Deemed Consent and Landlord Silence on Lease Assignment in Ontario

You’ve asked the landlord to consent to assigning the lease as part of a business sale. Weeks go by. No response, no refusal, nothing — just silence. Does that silence eventually count as consent? It’s a natural question when a closing date is approaching and the landlord holds up the whole deal simply by not answering.

The short answer is that Ontario law does not treat silence as an automatic “yes” after a set number of days. But silence isn’t nothing either, and there are concrete steps to take when it happens.

There’s No Fixed “Deemed Consent” Deadline in Ontario

Unlike some statutory schemes that impose a hard deadline after which a lack of response is treated as approval, Ontario commercial leasing law does not set a fixed number of days after which a landlord’s silence on an assignment request automatically becomes deemed consent. There is no bright-line clock running in the background that converts non-response into a “yes” on its own.

That doesn’t mean silence is legally irrelevant — it means the analysis is about reasonableness, assessed on the specific facts, rather than a countdown timer.

What the Commercial Tenancies Act Actually Requires

Where a commercial lease includes a covenant against assignment without the landlord’s consent, the Commercial Tenancies Act generally implies into that covenant a proviso that consent is not to be unreasonably withheld, unless the lease expressly says otherwise. Refusing to engage with a request at all — leaving it unanswered indefinitely, without a stated reason — can itself become part of what makes a landlord’s conduct unreasonable, but that’s a conclusion reached by looking at the landlord’s overall behaviour, not a mechanical rule that “X weeks of silence equals consent.”

In practice, this means a tenant facing silence generally cannot simply proceed with the assignment on the theory that enough time has passed. The safer path is to treat the landlord’s consent as still outstanding, while building a record that supports the argument that the landlord is behaving unreasonably if the silence continues.

What to Do When a Landlord Goes Silent

1. Put the request in writing, if it wasn’t already, clearly describing the proposed assignee and asking for consent by a specific, reasonable date.
2. Follow up in writing, referencing the original request and noting the lack of response — this builds a paper trail that matters later if the landlord’s conduct is ever challenged.
3. Offer to provide additional information the landlord might reasonably want — financial information about the buyer, references, or details about the buyer’s intended use of the space — since a landlord’s silence sometimes reflects a genuine (if unstated) information gap rather than outright refusal.
4. Involve a lawyer if the silence continues past a reasonable point relative to your closing timeline, to assess whether the landlord’s conduct has crossed into unreasonable withholding of consent and what remedies are realistically available.
5. Communicate proactively with the buyer about the delay, since landlord consent issues can affect the closing date and need to be addressed in the purchase agreement’s conditions and timelines.

When Silence Might Cross Into “Unreasonable”

Whether silence becomes unreasonable withholding is fact-specific, but factors that tend to support a tenant’s position include:

• The landlord received complete information about the proposed assignee and simply never responded
• A significant amount of time passed relative to the complexity of the request, without any explanation
• The landlord has continued to accept rent or otherwise deal with the tenant normally, without raising any stated objection to the assignment
• There’s no indication the landlord has a legitimate, articulable concern about the proposed buyer

None of these guarantees a particular legal outcome — they’re the kind of facts a court would weigh if the dispute ever escalated that far, which is itself a slow and uncertain process compared to simply keeping pressure on the landlord to respond.

Protecting Your Closing Timeline

Because there’s no automatic deemed-consent mechanism to rely on, the most effective protection is practical, not legal:

• Build landlord consent into the purchase agreement as an identified condition, with enough lead time before closing to chase it down
• Raise the consent request as early in the transaction as possible, rather than waiting until other deal terms are finalized
• Keep a clear written record of every request and follow-up, in case the landlord’s conduct needs to be characterized later
• Discuss with your lawyer, ahead of time, what your options are if consent still hasn’t come through close to your target closing date — including whether closing can proceed conditionally, or needs to be pushed back

Frequently asked questions