# DEED OF SURRENDER OF COMMERCIAL LEASE
## Important legal and execution warning
This is a fictional, unsigned illustrative deed, not legal advice, a valuation, a tax ruling or evidence that a surrender has taken effect before valid execution and delivery. The blank signature lines are not evidence that any party has executed or delivered it. A surrender would take effect only when the landlord and tenant have validly executed and delivered the deed with the intention to be bound, the completion conditions are met and the premium has been received by the stated deadline. A surrender may require a deed, landlord and tenant authority, lender or superior-landlord consent, land-registration action, treatment of rent and service charges, VAT analysis, a schedule of condition, reinstatement work and releases drafted to match the actual claims. The parties must check the lease, any authorised guarantee agreement, rent deposit deed, guarantee, licences to alter, insolvency position and any statutory restriction. A company must execute this deed in a permitted manner and an individual witness must be physically present where required. In this specimen, a working day means Monday to Friday excluding a bank holiday in England and Wales, and each stated time is UK local time.
Date of deed: 30 September 2027
## 1. Parties and lease
(1) Harbourlight Properties Limited, company number 05581240, whose registered office is 61 Queen Square, Bristol BS1 4JZ, email legal@harbourlight.example.test, is the registered proprietor and landlord. It is called the Landlord.
(2) Juniper & Finch Design Limited, company number 09167218, whose registered office is Studio 4, 18 Stokes Croft, Bristol BS1 3PY, email finance@juniperfinch.example.test, is the tenant. It is called the Tenant.
(3) Oliver Matthew Finch of 6 Cotham Lawn, Bristol BS6 6DE, email oliver.finch@example.test, gave a guarantee and indemnity dated 1 May 2022 in relation to the lease. He is called the Guarantor.
The lease is the lease dated 1 May 2022 between the Landlord and Tenant of Unit 4, Meridian Works, 118 Feeder Road, Bristol BS2 0SH, title number AV123907, for a term of ten years from 1 May 2022 at an annual rent of £36,000.00 exclusive of VAT. The rent review scheduled for 1 May 2027 was completed and settled by a rent-review memorandum dated 15 May 2027, reference RR-2027-05; the settled reviewed annual rent remained £36,000.00 exclusive of VAT. Accordingly, each quarterly instalment after the review was £9,000.00, calculated as £36,000.00 divided by four. It is called the Lease. The Premises are the ground-floor design studio, the marked loading space, two parking spaces 22 and 23 and the common access route. The parties confirm that no surrender occurs until this deed is delivered and the handover in clause 8 has occurred.
The Landlord confirms that written consent dated 12 September 2027, reference HP-JF-41, has been obtained from North Estuary Bank plc as mortgagee and from the superior landlord where required. The consent does not alter the financial terms of this deed or release any person unless it expressly says so.
## 2. Agreed surrender and effective time
In consideration of the promises and payments in this deed, the Tenant surrenders and the Landlord accepts the surrender of the Lease with effect from 11.59 pm on 30 September 2027, called the Surrender Time. At the Surrender Time the Lease ends and the Tenant must give vacant possession. The Landlord may take possession after the Surrender Time without that act being a waiver of a sum or obligation that survives this deed.
The Tenant represents that it has not assigned, charged, sublet, licensed or otherwise disposed of the Lease or any part of the Premises except for the office licence to Willow & Hart Interiors Limited dated 4 February 2024, which ended on 31 August 2027 and under which all occupiers have left. The Tenant has disclosed all authorised alterations listed in Schedule 1 and states that no third party has a right to remain. If that representation is materially untrue, the Landlord's releases in clause 9 do not extend to the undisclosed interest or resulting loss.
## 3. Rent, arrears and premium
The parties have checked the completion calculation against the completed and settled 1 May 2027 rent review in clause 1. The settled annual rent of £36,000.00 produces a quarterly instalment of £9,000.00, calculated as £36,000.00 divided by four. The September 2027 rent instalment was £9,000.00 including rent for 1 September to 30 November 2027, paid in advance on 1 September 2027. Rent attributable to 1 October to 30 November 2027 is two months out of three, calculated as £9,000.00 multiplied by 2 divided by 3, equal to £6,000.00. The Landlord credits that amount against the Tenant's account at completion.
The Tenant owes service charge of £1,250.00 for the period to 30 September 2027 and utilities recharge of £480.00 shown by invoices HP-2027-188 and HP-2027-193. The total agreed arrears before the credit are £1,730.00. Applying the £6,000.00 future-rent credit leaves a balance of £4,270.00 payable by the Landlord to the Tenant as part of the completion adjustment, subject to the premium and VAT provisions below. The £4,270.00 calculation is £6,000.00 less £1,730.00; it is grounded in the settled £36,000.00 annual rent and resulting £9,000.00 quarterly instalment, not in an unresolved review assumption.
The Landlord will pay the Tenant a surrender premium of £24,000.00 in cleared funds to the Tenant's account ending 7761 at Wessex Commercial Bank no later than 4.00 pm on 30 September 2027, before the Surrender Time. The Landlord and Tenant will exchange the bank confirmation and a signed receipt by 4.30 pm on that date. The amount is consideration for the agreed surrender and is not a penalty, rent, damages payment or deposit refund. The Tenant must provide the Landlord with verified bank details at least five working days before payment; a changed account must be independently verified by telephone using a number already held by the Landlord. If the cleared premium has not been received by 4.00 pm, no surrender takes effect at 11.59 pm unless the parties execute a written deed varying the completion time.
The total undisputed completion amount payable by the Landlord by 4.00 pm on 30 September is therefore £28,270.00, calculated as the £24,000.00 premium plus the £4,270.00 completion adjustment. The £4,270.00 adjustment is the settled £6,000.00 future-rent credit less £1,730.00 arrears, and the Landlord will pay it at the same time as the premium and retain evidence of both cleared transfers. The parties acknowledge that this arithmetic does not decide VAT. Each party is responsible for its own tax advice. If the premium or any part of the adjustment is properly subject to VAT and the Landlord must charge it, the Landlord may issue a valid VAT invoice and the Tenant must pay the VAT in addition. At an illustrative 20 per cent rate applied only to the £24,000.00 premium, VAT would be £4,800.00 and the gross premium would be £28,800.00; that illustration is not a conclusion about the actual tax treatment. The parties will cooperate with a lawful correction if HMRC determines another treatment.
## 4. Condition and reinstatement
The parties inspected the Premises on 18 September 2027 and prepared the unsigned condition report in Schedule 1. The Tenant must by 30 September remove all furniture, equipment, stock, waste, data cabling identified for removal, signage and personal information; repair damage caused by removal; repaint the reception wall where marked; reinstate the partition shown as alteration A2; remove the kitchenette units shown as A3; and clean the studio, loading area, windows and welfare facilities. The Tenant must not remove the Landlord's fixtures, the fire alarm, emergency lighting, radiators, doors, sanitary fittings, floor finishes or fixed electrical installation.
The Landlord accepts the Premises in the Schedule 1 condition if the listed work is completed by the Surrender Time, or if any remaining listed work is covered by the Preserved Condition Shortfall retention in clause 6. The Tenant must provide photographs, contractor invoices and electrical and fire-system certificates by 3 October 2027. If a listed item is incomplete, the Landlord may complete it after giving 48 hours' written notice and draw only its reasonable documented cost from the £2,400.00 Preserved Condition Shortfall retention in clause 6. No such cost may be deducted from, or set off against, the £4,270.00 completion adjustment, and the Landlord must not claim the same cost twice. This clause does not release hidden contamination, wilful damage, unauthorised alterations, fraud or a breach concealed before signing.
## 5. Keys, services and records
At handover the Tenant must deliver two front-door keys, two loading-bay keys, four access fobs, the alarm code sealed in the handover envelope, parking permits 22 and 23, meter readings, service manuals, statutory certificates and all relevant access credentials. The Tenant must cancel its post, utilities and contractor attendance and must not disconnect a service needed by the Landlord to secure or inspect the Premises. The agreed meter readings at 11.00 am on 30 September are electricity 18,442 kWh and water 1,106 cubic metres. The Tenant remains responsible for consumption up to the Surrender Time and the Landlord thereafter, subject to final readings and supplier bills.
The Tenant must remove all data and confidential material relating to its clients and staff, while leaving records that the Landlord reasonably needs to operate a retained building system. The Landlord may change locks and alarm codes after handover. The Tenant must not re-enter or allow anyone else to enter after the Surrender Time except with written permission or in an emergency involving its property, and any such entry must be accompanied by the Landlord's representative.
## 6. Guarantor and security
The Guarantor consents to the surrender and confirms that, subject to this deed, the guarantee and indemnity are released for liabilities arising after the Surrender Time. The Guarantor remains liable for the Tenant's obligations expressly preserved by this deed, including the Preserved Condition Shortfall, a concealed pre-surrender liability and an obligation that accrued before the Surrender Time. The Preserved Condition Shortfall means the reasonable, documented cost of completing or correcting the listed works in Schedule 1 that were not completed by the Surrender Time, capped at the £2,400.00 retention in this clause 6, less any amount already paid or properly deducted for the same work. It is payable only under the itemised process in this clause 6 and is cross-referred in the reservation of claims in clause 9. The Guarantor has not signed merely as a witness and receives the release in clause 9 only in the capacity stated there.
The rent deposit of £9,000.00 held under the rent deposit deed dated 1 May 2022 will not be applied to the £1,730.00 service charge and utilities arrears in clause 3. Those arrears are already included in the £4,270.00 completion adjustment, calculated as the £6,000.00 future-rent credit less £1,730.00 arrears, and the Landlord must not deduct them again from the deposit. The Landlord will retain only £2,400.00 as the Preserved Condition Shortfall retention for the listed condition works and will return £6,600.00 to the Tenant within 20 working days after the handover and final condition review. The £6,600.00 calculation is £9,000.00 less £2,400.00. If the reasonable documented cost of the listed works is less than £2,400.00, the surplus is returned with the unused balance; if it is £2,400.00 or more, the retention is the maximum amount applied and the Tenant pays any further properly due balance within ten working days of an itemised demand. The £24,000.00 premium and the £4,270.00 completion adjustment are paid separately under clause 3 and are not funded from this deposit. The deposit application does not change the £4,270.00 completion-adjustment calculation, and the completion adjustment does not reduce the £6,600.00 deposit return.
## 7. Continuing obligations and insurance
The Tenant remains responsible for rent, rates, insurance contributions, service charge, utilities and compliance obligations accruing up to the Surrender Time. It must notify its insurers and maintain public liability and employer's liability cover for claims arising from its occupation and acts before that time. The Landlord will maintain building insurance from the Surrender Time. The Tenant must promptly notify the Landlord of a pre-surrender incident, claim, enforcement notice or environmental matter that may affect the Premises or building.
The parties will cooperate with any reasonable audit, insurer request, tax query or title-registration requirement relating to the surrender. Neither party may represent that the other has admitted liability for a historical complaint, planning breach, employment claim or tax position merely because this deed records a commercial settlement. Each party remains responsible for its own professional fees, except that the Tenant will pay the Landlord's reasonable legal costs of £2,150.00 including VAT on delivery of the executed deed. Those costs are separate from the premium and are not included in the £28,270.00 completion amount.
## 8. Completion conditions
Completion requires delivery of this deed by each party, receipt by 4.00 pm on 30 September of the £24,000.00 premium and £4,270.00 account adjustment, evidence of those cleared payments, vacant possession, return of the keys and fobs, completion of the listed works or coverage of any remaining listed work by the £2,400.00 Preserved Condition Shortfall retention, and delivery of the consent referred to in clause 1. The Preserved Condition Shortfall is the only listed condition amount that may remain unresolved after completion, and it is dealt with by the retention and itemised process in clause 6; it does not postpone the Surrender Time. The £9,000.00 deposit is not used to pay the £1,730.00 arrears and £6,600.00 is returned under clause 6. If any other condition is not met by 11.59 pm on 30 September, the parties may agree a written extension before that time. No informal email postpones the Surrender Time unless it clearly states that it varies this deed and is signed or delivered by the persons whose rights are affected.
The Landlord may inspect the Premises at 10.00 am on 2 October 2027 to verify the handover. The inspection is not a second acceptance and does not revive the Lease. The Tenant authorises the Landlord to notify the superior landlord, mortgagee, insurer and Land Registry of the surrender and to provide this deed where reasonably necessary. Registration or notification does not create a surrender independently of the valid deed and delivery.
## 9. Releases and reservations
After payment and completion, the Landlord releases the Tenant and the Guarantor from claims for rent, service charge, insurance rent, interest and other sums that would have accrued solely because the Lease continued after the Surrender Time. The Tenant releases the Landlord from claims for the unexpired term, loss of occupation and the Tenant's expectation of renewal, subject to sums expressly payable by the Landlord in this deed.
The releases do not cover obligations in this deed, the Tenant's duty to pay final liabilities, the Preserved Condition Shortfall defined in clause 6, damage or contamination concealed or caused before surrender, fraud, deliberate concealment, personal injury or death, a claim that cannot lawfully be released, a third-party claim, tax imposed by law, or a liability arising from an act after the Surrender Time. They do not release a person who is not a party. The releases take effect only when the deed has been delivered by all parties and the completion conditions are satisfied.
## 10. Notices, law and entire agreement
A contractual notice under this deed must be in writing and delivered by hand, recorded post or email to the addresses and emails at the beginning of this deed. Hand delivery is effective when left during business hours. Recorded post is deemed received at 9.00 am on the second working day after posting unless actually received earlier. Email is effective when the sender has no delivery-failure message and it arrives before 5.00 pm on a working day, otherwise at 9.00 am on the next working day. An email that meets this contractual rule is valid service and is not merely a copy. These deemed-receipt rules apply only to contractual notices under this deed and do not replace a court, statutory or other mandatory service method. A court document must comply with the Civil Procedure Rules and any mandatory service method.
This deed and any non-contractual obligation arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to a mandatory statutory process. This deed records the entire surrender agreement and supersedes earlier negotiations about the surrender, but it does not exclude liability that cannot lawfully be excluded. A variation must be a deed where the law requires a deed. If a provision is invalid, the rest remains effective. No delay is a waiver.
## Schedule 1 — condition and works record
The unsigned Schedule 1 condition record describes the studio floor as swept and intact apart from a 1.4-metre scuff beside the loading door. The ceiling grid had two displaced tiles, the kitchenette contained three base units, the reception had a Juniper & Finch sign, and alteration A2 was a 3.6-metre stud partition shown on drawing JF-ALT-02. The Tenant must remove the sign and kitchenette, reinstate A2's opening, replace the two ceiling tiles and repair the loading-door scuff. The fire alarm panel, emergency lights, distribution board, radiators and washroom fittings remain. Photographs HP-JF-01 to HP-JF-20 dated 18 September 2027 are incorporated as evidence of the starting condition. The parties must sign or otherwise authenticate the final condition record if they intend it to be contractual evidence.
## Schedule 2 — deed execution
Executed as a deed by Harbourlight Properties Limited, acting by Rachel Naomi Ellis, director, in the presence of:
Director signature: __________________________
Witness signature: __________________________
Witness name: Imogen Kate Walters
Witness address: 4 Berkeley Crescent, Bristol BS8 1HB
Witness occupation: Chartered legal executive
Executed as a deed by Juniper & Finch Design Limited, acting by Oliver Matthew Finch, director, in the presence of:
Director signature: __________________________
Witness signature: __________________________
Witness name: Lewis Andrew Porter
Witness address: 17 St George's Road, Bristol BS1 5UJ
Witness occupation: Graphic designer
Executed as a deed by Oliver Matthew Finch in the presence of:
Signature: __________________________
Witness signature: __________________________
Witness name: Clare Joanna Miles
Witness address: 31 Westbury Park, Bristol BS6 7JL
Witness occupation: Teacher
Each witness confirms that the relevant person signed or acknowledged the signature in the witness's physical presence, that the witness is an independent adult who is not a party, and that the witness signed this deed at the same time for that execution. Each company signatory confirms authority to bind the relevant company.