Vivienne Westwood Ltd v Conduit Street Development Ltd [2017] EWHC 350 (Ch) (27 February 2017)

Vivienne Westwood Ltd v Conduit Street Development Ltd [2017] EWHC 350 (Ch) (27 February 2017)

There was no binding agreement on the rent review at £125,000 p.a.; the termination provision in the side letter is penal and unenforceable insofar as it imposes retrospective and prospective rent liability for any non-trivial breach.

Citation
[2017] EWHC 350 (Ch)
Parties
Claimant: Vivienne Westwood Limited; Defendant: Conduit Street Development Limited
Jurisdiction
England and Wales
Judgment Date
27 February 2017
Procedural Posture
Commercial Lease Dispute / High Court Judgment
Outcome
Claimant succeeds on penalty issue; Defendant succeeds on rent review issue.
Legal Topics
Rent Review, Contractual Penalties, Lease Interpretation, Severance of Contract Terms
Property Law Contract Law Rent Review Contractual Penalties Lease Interpretation Severance of Contract Terms

Case Brief

Summary, issues, holding and outcome

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Parties

Vivienne Westwood Limited

Claimant

Conduit Street Development Limited

Defendant

Procedural Posture

Commercial Lease Dispute / High Court Judgment

Legal Issues

  1. 1 Whether payment and acceptance of rent at an increased rate constituted agreement on rent review
  2. 2 Whether the termination provision in the side letter is an unenforceable penalty

Ratio Decidendi

There was no binding agreement on the rent review at £125,000 p.a.; the termination provision in the side letter is penal and unenforceable insofar as it imposes retrospective and prospective rent liability for any non-trivial breach.

Court Disposition

Claimant succeeds on penalty issue; Defendant succeeds on rent review issue.

Orders

  • Rent review not agreed at £125,000 p.a.; rent review determined at £232,500 p.a.
  • Termination provision in side letter is penal and unenforceable as regards retrospective and prospective rent liability for breach.