Contract clause
Quiet enjoyment clause: what a tenant is actually promised
A quiet enjoyment clause is the landlord's promise that the tenant can possess and use the premises during the lease without interference from the landlord or anyone claiming through the landlord. It is not a promise of silence. It limits the entry, works and conduct that would disrupt the tenant's lawful use of the premises.
Most quiet enjoyment disputes in shops and offices are about building works, blocked access and unannounced visits, not noise. The clause earns its place by saying what the landlord may still do, how much warning it gives and what the tenant receives when trading is disrupted.
Indunil Asanka · Co-founder
4 min read · Published
Sample clause
a retail lease in Victoria between Merriwa Property Holdings, a fictional owner of a strip of shops in Ballarat, and Inkwell Books, an independent bookshop
14. Quiet Enjoyment 14.1 While Inkwell Books pays the Rent and complies with this Lease, it may occupy and use the Premises during the Term without interruption by Merriwa Property Holdings or any person claiming through it. 14.2 Merriwa Property Holdings may enter the Premises to inspect, repair or carry out work it is required or permitted to do under this Lease, on at least 2 business days written notice, during trading hours unless the Tenant agrees otherwise, and in a way that causes as little disruption to trading as practicable. No notice is needed in an emergency. 14.3 Merriwa Property Holdings will give at least 60 days written notice before starting any alteration or refurbishment of the building that is likely to affect the Tenant's business adversely, except in an emergency. 14.4 Nothing in this clause limits any right of the Tenant to compensation under the Retail Leases Act 2003 (Vic).
Sample wording, not legal advice.
Variants
Residential rental agreement in Victoria
A lease of a home, where the Residential Tenancies Act 1997 already imposes the duty on the rental provider.
The Rental Provider must take all reasonable steps to ensure that the Renter has quiet enjoyment of the Premises during this agreement. The Rental Provider and any agent may enter the Premises only for a reason, at a time and on the notice permitted by the Residential Tenancies Act 1997, and must not stay at the Premises longer than necessary for the purpose of the entry.
Office lease with a building works carve out
An office tower lease outside the retail leases legislation, where the owner plans a staged upgrade.
The Landlord covenants that the Tenant may quietly enjoy the Premises during the Term without interruption by the Landlord. The Tenant acknowledges that the Landlord intends to upgrade the lobby, lifts and facade during the Term. The Landlord may carry out those works on 30 days notice, must keep access to the Premises open at all times, and must abate the Rent in proportion to any part of the Premises that cannot be used for more than 2 consecutive business days.
Landlord friendly wording
A landlord that wants the covenant limited to its own acts and those of people claiming through it.
The Landlord covenants that, while the Tenant is not in breach of this Lease, the Tenant may occupy the Premises without interruption by the Landlord or any person lawfully claiming through the Landlord. The covenant does not extend to the acts of other tenants, of any public authority, or of any person not claiming through the Landlord, and it does not restrict the Landlord's rights of entry under this Lease.
What to negotiate
Notice before entry
Landlords want short notice and wide reasons for entry. Tenants want notice measured in business days, entry during quiet trading periods and an escort for anyone entering stock areas. Two business days for routine work, no notice for emergencies and a promise to minimise disruption is a common settlement for a shop.
Compensation when works disrupt trade
A tenant facing a long refurbishment asks for rent abatement, a right to terminate if access is blocked beyond a set period, or signage showing the shop is open. In a Victorian retail lease the Act already gives compensation for certain interference, so the negotiation is really about what is added to that floor.
The risk of leaving it out
Leaving the clause out does not leave the tenant unprotected, because a covenant for quiet enjoyment is generally implied into a lease and the Victorian retail and residential statutes add their own duties. What is lost is the detail: the notice for entry, the treatment of building works and what happens to the rent when access is blocked.
What the covenant protects
The covenant protects the tenant's possession and ordinary use of the premises against substantial interference by the landlord and people acting for or claiming through the landlord. Typical breaches include cutting off access, removing services, repeated unannounced entry, and building works that make the premises unusable for their permitted use. It usually does not cover nuisance from strangers or from other tenants the landlord does not control, which is why a shopping centre lease often adds separate rules about common areas, trading hours and the conduct of neighbouring tenants.
Victorian retail leases
For a retail premises lease, the Retail Leases Act 2003 (Vic) requires at least 60 days written notice before a landlord starts alterations or refurbishment likely to affect the tenant's business adversely, except in an emergency. It also makes the landlord liable for reasonable compensation if it substantially inhibits access to the premises, unreasonably disrupts the flow of customers or trading, or fails to fix defects and breakdowns as soon as practicable. Those terms are taken to be included in every retail premises lease, whatever the lease document itself says.
Where it sits in a generated document
A generated lease places quiet enjoyment among the landlord's numbered obligations, usually beside the access and repairs clauses it depends on, so each can refer to the others by number. The generated text does not cite the Retail Leases Act or any other source, so statutory notice periods in a draft are confirmed against the legislation before the lease is signed.
Documents that carry this clause
Questions people ask
Does quiet enjoyment mean the premises will be quiet?
No. The phrase is old legal language for undisturbed possession. It protects the tenant against the landlord interfering with the tenant's use of the premises, such as blocking access or entering without a right to do so. Noise from a neighbour who does not claim through the landlord is usually a separate issue under other rules.
Is quiet enjoyment implied if the lease does not mention it?
A covenant for quiet enjoyment is generally implied into a lease, and for Victorian residential tenancies the Residential Tenancies Act 1997 requires the rental provider to take all reasonable steps to ensure the renter has quiet enjoyment. An express clause still helps, because it can define entry, building works and remedies in terms both sides can check.
Can a landlord carry out building works during a lease?
Usually, if the lease allows it and the works are carried out reasonably. In a Victorian retail lease the landlord must give at least 60 days written notice of alterations or refurbishment likely to affect the tenant's business adversely, except in an emergency, and may have to pay compensation for substantial disruption to access or trading.
What can a tenant claim if quiet enjoyment is breached?
Depending on the lease and the statute, a tenant may claim damages for lost profit or costs, an abatement of rent, an order stopping the interference, or in a serious case termination of the lease. Under the Retail Leases Act 2003 (Vic), compensation is either agreed between the parties or determined through the Act's dispute resolution process.
Is the landlord responsible for its agents and contractors?
Yes. The covenant covers interference by the landlord and by people acting for it, which includes a managing agent, contractors doing the landlord's work and a prospective buyer the landlord lets in. The landlord answers for their conduct in the same way as for its own, so its instructions to them matter.
Can a tenant stop paying rent if quiet enjoyment is breached?
Withholding rent without a right to do so risks putting the tenant in breach of the lease. The safer course is to notify the landlord in writing, keep records of the disruption and pursue compensation or abatement through the lease or the relevant dispute resolution body, unless the lease expressly provides for the rent to abate.
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