Small Business Advice Archives

An agreement to lease and a deed of lease

April 9, 2026

Commercial Law, Leasing & Property, Property Law, Real Estate Transactions, Small Business Advice, Uncategorized

How are they different?

An agreement to lease and a deed of lease are two similar, but different, documents. The Law Association of New Zealand (TLANZ), formerly the Auckland District Law Society, provides a ‘standard’ form of both an agreement to lease and a deed of lease. Most commercial leases use this ‘standard’ form of agreement to lease or deed of lease.

Agreement to lease

An agreement to lease sets out the main commercial terms of a lease, such as the term, annual rent and rights of renewal. It can also contain further details regarding the fitout and other alterations which the tenant intends to do to ensure the premises are suitable for its business use. It can also set out how the cost and ownership of the fitout and alterations will be met between landlords and tenants.

Agreements to lease can often be conditional agreements while the tenant works through a due diligence process to ensure the property is suitable for its intended use, or to ensure that it can obtain the necessary territorial authority consents to operate its business.

Once any conditions have been satisfied, the agreement to lease is a binding agreement between the landlord and tenant; it can only be cancelled in accordance with the terms of the agreement. An agreement to lease states that a tenant must enter into a deed of lease on the standard TLANZ form once prepared by the landlord.

Deed of lease

Like an agreement to lease, the deed of lease also sets out the main commercial terms of the lease, such as the term, annual rent and rights of renewal. It goes further than the agreement to lease; it allows a tenant to assign the lease and additional terms set out the position in relation to the day-to-day management of the lease, such as maintenance obligations for both the landlord and the tenant, and what happens at the end of the lease.

Why you should also enter into a deed of lease

An agreement to lease does not allow the tenant to assign its interest in the lease. However, a deed of lease does allow this. If a tenant wishes to sell its business, they will need to enter into a deed of lease to have the benefit of the assignment provisions in the deed of lease. If the tenant wants to obtain bank lending for its business, the lender may want to see the deed of lease, and may require that a deed of lease is entered into as part of its financing approval.

The agreement to lease provides that the parties will enter into a deed of lease on the ‘then current’ form of deed of lease.

Most importantly, the agreement to lease also incorporates all of the terms of the standard deed of lease, so the landlord and tenant are agreeing to be bound by a document they have not seen or signed. In particular, if the parties have not received legal advice before entering into the agreement to lease, they may not have full knowledge of the terms of the deed of lease and what they have agreed to, and may find that the obligations in the deed of lease are not as they expected.

We can help

While agreements to lease can be helpful, we recommend that you enter into a deed of lease shortly after the agreement to lease is unconditional and/or the lease has commenced. This will help ensure that all parties have a full understanding of the terms of the lease and all the benefits (and obligations) offered under the lease.

We can help in advising on the terms of the agreement to lease and the resulting deed of lease prior to execution. We can also assist with documenting the terms of an agreement to lease into a deed of lease.

DISCLAIMER: All the information published in Property Speaking is true and accurate to the best of the authors’ knowledge. It should not be a substitute for legal advice. No liability is assumed by the authors or publisher for losses suffered by any person or organisation relying directly or indirectly on this newsletter. Views expressed are those of individual authors, and do not necessarily reflect the view of Edmonds Judd. Articles appearing in Property Speaking may be reproduced with prior approval from the editor and credit given to the source.
Content Copyright © NZ LAW Limited, 2026. Editor: Adrienne Olsen. E-mail: [email protected] Ph: 029 286 3650

Protecting Your Business Name: Bob’s Story

August 15, 2025

Brand Identity, Business Law, Business Protection, Commercial Law, Entrepreneurship, Intellectual Property, Legal Disputes, Small Business Advice, Small Business Challenges, Trademarks & Branding

Bob was beyond happy, he now felt as though he had the stability he had been searching for. This feeling lasted only a few minutes though as Bob was about to receive a call in relation to his business that would change everything…

Things were going so well for Bob, until he got the call about his business.

“Uh…yes, this is he” Bob said, his ear to the phone.

“Bob, of Bob’s Burger Bar?” the caller repeated.

“Yes, I said” Bob replied, irritated.

“Thanks”, the voice said. “Just confirming”

“Who is this?” Bob demanded.

“My name is James Crane, of Shatner, Bergen and Miller. I’m calling on behalf of my client, who shall remain nameless. Unfortunately, your business is infringing on my client’s intellectual property rights.”

“WHAT?!” Bob exclaimed.

James Crane continued. “The name of your business, Bob’s Burger Bar, is very similar to the name of my client’s business, Bob’s Barbeque, in a way that is likely to deceive or confuse others into thinking they are related. That needs to change.”

“That’s ridiculous, the business is named after me!” Bob protested.

“Be that as it may, Bob” James Crane said, patronisingly. “Intellectual property is no joke and my client is now registering the name Bob’s Barbeque. This is just a friendly call to let you know to change the name of your business before you get a cease-and-desist letter and our client commences formal court action. Good day”. James Crane hung up the phone, leaving Bob’s head spinning.

He had ALWAYS been Bob’s Burger Bar, ever since he had operated out of a rusty little truck, doing the food market circuits. He had built his business from the ground up on word-of-mouth and goodwill alone. People would queue for miles to get a taste of Bob’s burgers. He couldn’t believe that now he was finally in a brick-and-mortar premises, some imposter he had never heard of was trying to claim his name. His own name!

Bob wouldn’t stand for this. He went to see the lawyer his brother Luke had recommended at Edmonds Judd.

First, his lawyer had a look at the Intellectual Property Office website to check if “Bob’s Barbeque” was a registered trademark and found that it wasn’t. Bob and his lawyer also discovered that Bob’s Barbeque was in a completely different part of the country to Bob’s Burger Bar, and that they didn’t even sell burgers, meaning that there was a very low likelihood of confusion.

Edmonds Judd wrote a letter to Shatner, Bergen and Miller politely explaining that there was no infringement on their client’s intellectual property rights that they could see.

“That’s a relief!” Bob said. “Do you think I could trademark the name Bob’s Burger Bar?”

“You might be able to” his lawyer said. “The name is quite distinct. Furthermore, your logo of the bright red B, entwined with the burger motif and the old man holding a spatula, is very distinct. You might want to register that as a trademark.”

Bob’s lawyer referred him to a firm specialising in trademark registration and Bob put a bit of his inheritance money into sprucing up the place with nice new signage. After all, why not display his nice new registered trademark?

Bob called his brother Luke to share the good news, but what Luke had to say rocked Bob’s very core….

Jamie Graham

Small Business Advice