Warborough Investments Ltd v Lunar Office S.A.R.L.

Warborough Investments Ltd v Lunar Office S.A.R.L.

Clause 4(21) contains separate negative covenants, each requiring compliance. The tenant must comply with all relevant covenants; sub-clause (c) does not qualify or override sub-clause (b). The Underlease breached clause 4(21)(b) as it was not of a complete floor or shop unit and not for a term of at least 10 years. The appeal is allowed.

Parties
Appellant/defendant: Warborough Investments Limited; Respondent/claimant: Lunar Office S. A. R. L.
Jurisdiction
England and Wales
Judgment Date
13 March 2018
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed
Legal Topics
Lease Interpretation, Underletting Covenants, Construction of Contract
Property Law Landlord and Tenant Lease Interpretation Underletting Covenants Construction of Contract

Case Brief

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Parties

Warborough Investments Limited

Appellant/defendant

Lunar Office S. A. R. L.

Respondent/claimant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the grant of the Underlease constituted a breach of clause 4(21)(b) of the Head Lease
  2. 2 Whether clauses 4(21)(b) and (c) operate as cumulative or alternative covenants

Ratio Decidendi

Clause 4(21) contains separate negative covenants, each requiring compliance. The tenant must comply with all relevant covenants; sub-clause (c) does not qualify or override sub-clause (b). The Underlease breached clause 4(21)(b) as it was not of a complete floor or shop unit and not for a term of at least 10 years. The appeal is allowed.

Court Disposition

Appeal allowed

Orders

  • The appeal is allowed; the grant of the Underlease constituted a breach of clause 4(21)(b) of the Head Lease.