Enterprise Inns Plc v Palmerston Associates Ltd & Anor [2011] EWHC 3165 (Ch) (30 November 2011)

Enterprise Inns Plc v Palmerston Associates Ltd & Anor [2011] EWHC 3165 (Ch) (30 November 2011)

On the true construction of the lease as varied, 'Specified Beers' and 'Specified Ciders' are types listed in the relevant appendices which are represented by at least one brand on the price list. The tie is by type, not by brand. The language of the contract, especially the definitions and the structure of the appendices, supports this interpretation. The commercial purpose and the regulatory background do not displace the ordinary meaning. The option to impose a tie by brand in the 1997 Deed further supports that the default is a tie by type.

Citation
[2011] EWHC 3165 (Ch)
Parties
Claimant: Enterprise Inns plc; First Defendant: Palmerston Associates Limited; Second Defendant: Paul Rigby; Third Defendant: James Younger
Jurisdiction
England and Wales
Judgment Date
30 November 2011
Procedural Posture
Chancery Division Preliminary Issue / Judgment on Preliminary Issue Regarding Contractual Interpretation
Outcome
Declaration granted in favour of the Claimant
Legal Topics
Interpretation of Lease Terms, Exclusive Purchasing Obligations (beer Tie), Construction of Standard Form Contracts, European Competition Law (article 101 Tfeu)
Contract Law Landlord and Tenant Competition Law Interpretation of Lease Terms Exclusive Purchasing Obligations (beer Tie) Construction of Standard Form Contracts European Competition Law (article 101 Tfeu)

Case Brief

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Parties

Enterprise Inns plc

Claimant

Palmerston Associates Limited

First Defendant

Paul Rigby

Second Defendant

James Younger

Third Defendant

Procedural Posture

Chancery Division Preliminary Issue / Judgment on Preliminary Issue Regarding Contractual Interpretation

Legal Issues

  1. 1 Proper construction of 'Specified Beers' and 'Specified Ciders' in the lease as varied
  2. 2 Whether the tie is by type or by brand under the contractual terms

Ratio Decidendi

On the true construction of the lease as varied, 'Specified Beers' and 'Specified Ciders' are types listed in the relevant appendices which are represented by at least one brand on the price list. The tie is by type, not by brand. The language of the contract, especially the definitions and the structure of the appendices, supports this interpretation. The commercial purpose and the regulatory background do not displace the ordinary meaning. The option to impose a tie by brand in the 1997 Deed further supports that the default is a tie by type.

Court Disposition

Declaration granted in favour of the Claimant

Orders

  • It is declared that on the true construction of the 1989 Lease as varied, 'Specified Beers' and 'Specified Ciders' are those types listed in the relevant appendices and represented by at least one brand on the price list.