ILAC ESSAY FORMA

Zodiak Limited (Zodiak) leases a bakery in Auckland. The lease form used is the standard Auckland District Law Society Incorporated Deed of Lease, Sixth Edition, 2012(5) form (ADLS Lease). There are no amendments to the ADLS Lease standard terms. The lease commenced on 1 October 2017 and expires on 30 September 2022. Henry, the sole director and shareholder of Zodiak, has been thinking about retiring and getting out of the bakery business altogether. He plans to assign the lease and sell all the business assets (fixtures, fittings and chattels) at the same time. Henry then plans to retire to Queenstown, free from his former bakery shop owner's life. He's found a potential assignee who is interested in purchasing the business. The assignee is a new company, with no assets or trading company. It is unlikely the assignee will be able to get a bank guarantee, and the shareholders are all overseas and aren't willing to sign any guarantees - although they might possibly be able to get a director to sign a guarantee. Zodiak is currently in arrears of rent under the lease, and it has also erected an illegal extension at the back of the bakery in breach of the lease. Having read the above fact scenario, now answer the following question: What is your advice to Henry? Can he assign the lease, and what issues will he need to think about in terms of his plan, either now or in the future? Is it true that he will be totally free of all his obligations under the lease? Refer to clause 33.1 of the ADLS Lease (and any other clauses you think might be relevant), and also to the impact of any common law or statutory principles in your