This Act prohibits and voids property controls—restrictive covenants and exclusivity clauses—that prevent land from being used, developed or occupied as grocery stores or supermarkets. It makes any such property control created after the law begins void, and treats pre-existing ones as void unless the responsible Minister exempts them on public‑interest grounds and if they do not unduly impede competition.
The law defines grocery stores, convenience stores and supermarkets by square‑metre thresholds, carves out standard public‑sector and zoning instruments, and gives the Lieutenant Governor in Council regulatory authority to define terms and designate additional exemptions. Practically, the measure removes contractual barriers that have stopped grocers from opening new locations, while leaving a discretionary exemption power that could preserve narrowly tailored, pre‑existing arrangements.
At a Glance
What It Does
The bill voids restrictive covenants and exclusivity clauses that restrict land use as grocery stores or supermarkets, invalidating any created after commencement and rendering pre‑existing ones void unless the Minister grants an exemption. It also deems certain exclusivity clauses amended to remove supermarket‑blocking language.
Who It Affects
Shopping‑centre landlords, anchor tenants and holders of exclusivity clauses; supermarket chains and independent grocers seeking new sites; commercial real‑estate lawyers, lease negotiators and title insurers; and provincial regulators tasked with exemptions and regulations.
Why It Matters
By removing contractual bars to grocery development, the law changes bargaining leverage in commercial lease negotiations and can lower entry barriers for new food retailers. It also creates administrative discretion for the Minister and raises questions about retroactivity, property‑rights certainty and how land‑use controls will interact with municipal zoning.
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What This Bill Actually Does
The Act targets two kinds of private land controls: restrictive covenants (rules attached to land or title that limit how property can be used) and exclusivity clauses (lease provisions designed to prevent competitors). It draws a line around grocery retail by defining convenience stores (under 280 m2), supermarkets (at least 929 m2) and grocery stores (either meeting the listed food‑product criteria or meeting regulatory criteria).
Where a covenant or clause would constrain land being used as a grocery store or supermarket, the statute applies.
For any property control created after the Act comes into force, the law says the control is void from the start. For controls created before commencement, the default is also void, but the Minister can exempt specific covenants or classes of covenants by regulation if the Minister determines they do not unduly impede competition and are in the public interest.
The Act expressly does not apply to covenants or clauses that stem from government entities, to development scheme or building restriction covenants, or to restrictions based solely on municipal zoning.One unusual device in the bill treats existing exclusivity clauses as if they were amended to strip out supermarket‑blocking language when the clause was granted in favour of someone other than a supermarket owner or a related person. That effectively removes some limits that private parties previously used to keep supermarkets out of particular sites—even where the clause is not registered on title.
The Lieutenant Governor in Council can make further regulations to clarify definitions and add exempted public bodies.The Act does not set out a private enforcement mechanism, penalties, or a statutory damages regime; it simply renders certain covenants and clauses void or amended as described, and vests the Minister with exemption authority. That means the practical consequences—what remedies parties have, how title registrations are corrected, and how lease drafting will adjust—will be resolved through administrative practice and, likely, litigation and title‑insurance processes after the law takes effect.
The Five Things You Need to Know
The bill defines convenience stores as under 280 m2 and supermarkets as at least 929 m2, with grocery‑store status otherwise set by product mix or regulation.
Section 4 makes any restrictive covenant or exclusivity clause created after commencement void ab initio (no effect from the start).
Section 5 treats pre‑existing property controls as void unless the Minister exempts them under section 6(d) after finding they do not unduly impede competition and are in the public interest.
Section 7 deems exclusivity clauses that block the use of land as a supermarket—and that were granted in favour of parties other than a supermarket owner or a related person—to be amended to remove the supermarket restriction.
The Act excludes government/granting‑authority covenants, building restriction covenants and restrictions based solely on municipal zoning, and it gives the Lieutenant Governor in Council regulatory power to define terms and create additional exemptions.
Section-by-Section Breakdown
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Who counts as a grocery, convenience store and supermarket
This section fixes the scope by setting product‑mix and size thresholds: convenience stores are defined by area (<280 m2), supermarkets by a minimum area (≥929 m2), and grocery stores by either the listed product categories or regulatory criteria. Practically, those numeric cutoffs determine which leases and covenants the Act reaches and will influence how developers and tenants characterize a space in future lease negotiations.
Which covenants and exclusivity clauses the law covers
The Act applies to restrictive covenants and exclusivity clauses that—however created and whether registered on title or not—directly or indirectly restrict land being used or developed as a grocery store or supermarket. That broad formulation captures off‑title lease provisions and informal contractual restraints as well as registered title encumbrances, expanding the usual reach of property legislation into lease‑level commercial contracting.
New supermarket/grocery exclusions are void
Any property control created on or after commencement is declared void. The practical effect is to prevent parties from inserting new exclusivity protections that block grocery or supermarket competitors; landlords and tenants must assume such protections will not be enforceable going forward.
Pre‑existing controls void unless exempt; core exemptions listed
Pre‑existing covenants are void by default under section 5, but section 6 provides non‑application carve‑outs: instruments granted by the Crown or designated public bodies, building‑restriction covenants or development schemes, and restrictions tied purely to municipal zoning are outside the Act. The Minister can still exempt other pre‑existing covenants under regulation when they pass the public‑interest and competition test set out in section 6(d).
Certain exclusivity clauses are retroactively trimmed
Section 7 says exclusivity clauses that have the effect of blocking supermarket use and that were granted in favour of someone other than a supermarket owner (or related person) are deemed amended to remove that restriction. That is a targeted retroactive modification designed to eliminate particular supermarket‑blocking clauses without necessarily voiding entire instruments.
Regulatory authority to define terms and exemptions
The Lieutenant Governor in Council can define undefined terms, specify what 'related' means, and exempt classes of covenants. This delegated power will be the central vehicle for resolving edge cases—like mixed‑use formats, new retail models, or franchise arrangements—and for designating additional public‑sector exceptions.
Immediate commencement on assent
The Act states it comes into force on assent. Because the statute affects existing registered instruments and private contracts, immediate commencement raises implementation issues for land registries, lease enforcement and title insurance procedures that parties will need to address quickly.
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Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Independent grocers and new entrants: Removing contractual bars lowers a key commercial barrier to leasing retail space and entering markets where exclusivity previously blocked supermarket placement.
- Consumers, especially in underserviced neighbourhoods: Increased ability for grocers to open new sites can expand food access and choice where anchor exclusivities kept supermarkets out.
- Real‑estate developers seeking anchor tenants: Developers can market sites to grocery chains without negotiating around entrenched third‑party exclusivities, simplifying leasing packages.
Who Bears the Cost
- Shopping‑centre landlords and owners: Existing business models that relied on exclusivity to protect anchor tenants' traffic and rent premiums will lose a layer of contractual control, potentially reducing asset value or requiring renegotiation.
- Anchor tenants and incumbent retailers that negotiated exclusivity rights: Firms that used exclusivity clauses as strategic protection will see those protections voided or stripped, undermining negotiated lease benefits.
- Title insurers, commercial lawyers and property managers: They will face increased workloads to clear titles, revise leases and advise on litigation risk as formerly enforceable covenants are invalidated or amended.
Key Issues
The Core Tension
The central tension is between promoting competition and local access to grocery retail on one hand, and preserving contractual certainty and property rights on the other: the Act removes private protections that parties negotiated to allocate commercial risk, but doing so retroactively and with broad ministerial discretion trades legal certainty for market opening—an outcome that helps consumers and entrants but can impose real losses and litigation risk on incumbent landlords and tenants.
The Act creates a straightforward substantive rule—void supermarket/grocery‑blocking covenants—but leaves procedural and remedial questions unresolved. It does not specify who enforces voiding, whether affected parties can obtain damages, or how registered title instruments should be corrected on land titles records.
Those gaps mean the practical fallout will be driven by administrative practice, private litigation, and how title insurers treat claims, rather than by a clear statutory process.
The Minister’s exemption power introduces discretionary decision‑making that could produce uneven outcomes. The bill instructs the Minister to exempt pre‑existing covenants that do not unduly impede competition and are in the public interest, but it provides no criteria, timelines or appeal route for those exemption decisions.
That combination of retroactivity plus broad ministerial discretion is likely to prompt legal challenges and lobbying from landlords and anchor tenants seeking carve‑outs.
Finally, the drafting contains potentially ambiguous interactions: section 3’s application language, section 7’s deemed amendments, and the overlap with zoning and development covenants create interpretive traps. Regulators will need to distinguish between covenants that legitimately preserve planning objectives and those that function primarily as anti‑competitive tools.
The outcome will depend heavily on how regulations and administrative guidance define key terms like 'related' and 'public interest.'
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