Lymington Marina Ltd v MacNamara & Ors

Lymington Marina Ltd v MacNamara & Ors

Clause 3(k)(ii) of the licence agreement permits the licensee to grant successive sub-licences of the mooring rights, subject only to the sub-licence being for all rights, for a period of one to twelve months, and the sub-licensee being approved by LML. LML's discretion to withhold approval may only be exercised on grounds relating to the suitability of the proposed sub-licensee as a user of the mooring rights, not to further its own or its parent company's commercial interests or based on an erroneous interpretation of the agreement. The refusal of consent in this case was outside the scope of the discretion and unlawful.

Parties
Claimant: Lymington Marina Limited; Defendant: Bingham Macnamara; Defendant: John Macnamara; Defendant: Rory Macnamara
Jurisdiction
England and Wales
Judgment Date
04 April 2006
Procedural Posture
Civil / Judgment After Trial
Outcome
Judgment for the Defendants
Legal Topics
Licences, Sub Licensing, Assignment of Contractual Rights, Discretion to Withhold Consent, Interpretation of Contract Terms
Contract Law Property Law Licences Sub Licensing Assignment of Contractual Rights Discretion to Withhold Consent Interpretation of Contract Terms

Case Brief

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Parties

Lymington Marina Limited

Claimant

Bingham Macnamara

Defendant

John Macnamara

Defendant

Rory Macnamara

Defendant

Procedural Posture

Civil / Judgment After Trial

Legal Issues

  1. 1 Whether Lymington Marina Limited was entitled to refuse consent to the grant of successive sub-licences under clause 3(k)(ii) of the licence agreement
  2. 2 The scope of the discretion to withhold consent under the licence agreement
  3. 3 Whether the refusal of consent was exercised lawfully and reasonably

Ratio Decidendi

Clause 3(k)(ii) of the licence agreement permits the licensee to grant successive sub-licences of the mooring rights, subject only to the sub-licence being for all rights, for a period of one to twelve months, and the sub-licensee being approved by LML. LML's discretion to withhold approval may only be exercised on grounds relating to the suitability of the proposed sub-licensee as a user of the mooring rights, not to further its own or its parent company's commercial interests or based on an erroneous interpretation of the agreement. The refusal of consent in this case was outside the scope of the discretion and unlawful.

Court Disposition

Judgment for the Defendants

Orders

  • Declarations to be determined after hearing counsel, but LML was not entitled to refuse approval of the sub-licences for the reasons it gave.