Moisei has provided an excellent reproduction script, see here: http://subversion.tigris.org/servlets/ReadMsg?list=dev&msgNo=98744 Short summary: on Windows, you can't rename A to B if B already exists and is read-only. This is a problem for our update process, if B has the svn:needs-lock property before an update and a change comes down from the repository, and B still has the svn:needs-lock property. The error output tells you everything you need to know: svn: In directory 'C:\temp\reproduce\wc1' svn: Can't move 'C:\temp\reproduce\wc1\foo.txt.tmp' to 'C:\temp\reproduce\wc1\foo.txt': Access is denied. U C:\temp\reproduce\wc1\foo.txt after update c:/temp/reproduce\wc1 contains foo.txt foo.txt.2.tmp foo.txt.tmp Mike Pilato and I have successfully reproduced this. It's a showstopper for 1.2, obviously.