Virtual Circuits P/L v Sanderson Edgecliff P/L [2000] NSWSC 251

Virtual Circuits P/L v Sanderson Edgecliff P/L [2000] NSWSC 251

The parties intended clause 30 to operate despite the absence of Item 26. The reasonable inference was that they agreed to include the redevelopment clause but did not agree to any limitation on the period during which a clause 30 decision could be made. The words referring to the period stipulated in Item 26 were treated as superfluous, so the defendant could make a redevelopment decision at any time during the Lease. The notice of termination was valid under clause 30.2, and as a consequence the plaintiff was not entitled to take a renewed lease and the right to exercise the option was not triggered.

Jurisdiction
Australia
Judgment Date
03 April 2000
Procedural Posture
Equity Division Proceeding Concerning Construction of a Lease, Validity of a Notice of Termination Under a Redevelopment Clause, and Entitlement to Exercise an Option of Renewal / Hearing of Summons and Cross Claim for Declarations
Outcome
Notice valid. No entitlement to exercise option. Summons dismissed.
Legal Topics
['construction of Lease' 'redevelopment Clause' 'notice of Termination' 'option of Renewal' 'uncertainty' 'implied Term' 'extrinsic Evidence']
['property Law' 'equity' 'contract Law'] ['construction of Lease' 'redevelopment Clause' 'notice of Termination' 'option of Renewal' 'uncertainty' 'implied Term' 'extrinsic Evidence']

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Procedural Posture

Equity Division Proceeding Concerning Construction of a Lease, Validity of a Notice of Termination Under a Redevelopment Clause, and Entitlement to Exercise an Option of Renewal / Hearing of Summons and Cross Claim for Declarations

Legal Issues

  1. 1 ['Whether the absence of Item 26 in the Reference Schedule to the Lease rendered clause 30 inoperative.' 'Whether the defendant validly gave notice of termination under clause 30.2 of the Lease.' 'Whether the plaintiff was entitled to take a renewed lease or exercise the option of renewal under clause 29.']

Ratio Decidendi

The parties intended clause 30 to operate despite the absence of Item 26. The reasonable inference was that they agreed to include the redevelopment clause but did not agree to any limitation on the period during which a clause 30 decision could be made. The words referring to the period stipulated in Item 26 were treated as superfluous, so the defendant could make a redevelopment decision at any time during the Lease. The notice of termination was valid under clause 30.2, and as a consequence the plaintiff was not entitled to take a renewed lease and the right to exercise the option was not triggered.

Court Disposition

Notice valid. No entitlement to exercise option. Summons dismissed.

Orders

  • ['The Summons is dismissed.' 'Declaration in paragraph 1 of the Cross Claim made.' 'The Court will hear any application for costs should the parties not be able to agree on such order.']