For the last few years, proposals to reform the law around tacit relocation in Scotland have been under consideration by the Scottish Law Commission.
Tacit relocation is the Scottish common law principle that means that commercial leases do not automatically end at the specified lease expiry date. Unless either party to the lease clearly communicates their intention to end the lease at its expiry date, the law presumes that the parties want the lease to automatically continue on the same terms, usually for a further one-year period.
Given the ambiguity that can create, and the surprise it can cause to those not used to dealing with Scottish leases, the Scottish Law Commission’s consultations resulted in the introduction of The Leases (Automatic Continuation etc.) (Scotland) Bill.
The draft bill aimed to modernise and simplify the Scottish rules around termination of commercial leases at their expiry (among other things), as we've considered previously.
However, the Bill was withdrawn on 10 September 2025.
It appears that the Bill faced significant scrutiny in the consultation stages and that a consensus was not reached on whether the law should be reformed at all.
What does this mean for tacit relocation today?
While reforms may well be revisited in due course, the status quo remains for now and the application of tacit relocation will continue to be governed by the common law.
To prevent tacit relocation occurring, this means that a party to a commercial lease will still need to give at least 40 clear days’ notice that they do not want the lease to continue.
What constitutes sufficient notice is a topic which is regularly litigated. It is also something which The Leases (Automatic Continuation etc.) (Scotland) Bill sought to regulate.
The courts have however consistently made it clear that there is no fixed method of giving notice, unless the lease specifically provides for that. The court’s decision in Rockford Trilogy Ltd v NCR Ltd provides a helpful restatement of the law in this area.
We’ve written about this decision before, but as a short reminder, the court held that, in this case, an email exchange between agents of the landlord and tenant negotiating potential new lease terms contained sufficient notice of the tenant’s intentions to vacate the premises at lease expiry if certain new terms were not agreed.
While all cases will be determined on their own facts and circumstances, the key takeaway is that while formal written notice will usually be the safest course of action to terminate a lease, all that is really important is that clear intimation of the intention to vacate or terminate the lease at its expiry is communicated to the other party.
For more information, speak to one of our real estate litigation lawyers, or get in touch with your usual Brodies contact.
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