KPMG LLP v Network Rail Infrastructure Ltd [2007] EWCA Civ 363 (27 April 2007)

KPMG LLP v Network Rail Infrastructure Ltd [2007] EWCA Civ 363 (27 April 2007)

The appeal was dismissed because, although rectification for mutual mistake was not justified on the evidence, the court could correct the drafting error by construction, using the 1974 draft lease as an admissible aid, to reflect the parties' intention that there be only three break opportunities, all dependent on rent review.

Citation
[2007] EWCA Civ 363
Parties
Appellant: KPMG LLP; Respondent: Network Rail Infrastructure Limited
Jurisdiction
England and Wales
Judgment Date
27 April 2007
Procedural Posture
Appeal From Chancery Division (blackburne J) / Court of Appeal (civil Division) Judgment
Outcome
Appeal dismissed
Legal Topics
Rectification of Contracts, Construction of Leases, Break Clauses, Mutual Mistake, Interpretation of Written Instruments
Property Law Contract Law Rectification of Contracts Construction of Leases Break Clauses Mutual Mistake Interpretation of Written Instruments

Case Brief

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Parties

KPMG LLP

Appellant

Network Rail Infrastructure Limited

Respondent

Procedural Posture

Appeal From Chancery Division (blackburne J) / Court of Appeal (civil Division) Judgment

Legal Issues

  1. 1 Whether the lease should be rectified to correct an omission in a break-clause based on mutual mistake
  2. 2 Whether the lease as drafted provides three or five break opportunities for the lessee
  3. 3 Whether the court can correct the drafting error by construction rather than rectification

Ratio Decidendi

The appeal was dismissed because, although rectification for mutual mistake was not justified on the evidence, the court could correct the drafting error by construction, using the 1974 draft lease as an admissible aid, to reflect the parties' intention that there be only three break opportunities, all dependent on rent review.

Court Disposition

Appeal dismissed

Orders

  • Rectification refused
  • Lease to be construed as providing three break opportunities, all dependent on rent review