On Tower UK Limited v British Telecommunications PLC

On Tower UK Limited v British Telecommunications PLC

A site provider relying on a break clause to terminate a code agreement under paragraph 31 of the Electronic Communications Code must exercise the break clause in compliance with contractual terms; mere exercisability is insufficient. The break notice served by BT was invalid as the relevant termination right was not exercisable, and the paragraph 31 notice was also invalid.

Parties
Appellant: On Tower UK Limited; Respondent: British Telecommunications PLC
Jurisdiction
England and Wales
Judgment Date
07 April 2025
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed
Legal Topics
Electronic Communications Code, Lease Termination, Break Clauses, Statutory Interpretation, Security of Tenure
Telecommunications Law Land Law Contract Law Electronic Communications Code Lease Termination Break Clauses Statutory Interpretation Security of Tenure

Case Brief

Summary, issues, holding and outcome

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Parties

On Tower UK Limited

Appellant

British Telecommunications PLC

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether a site provider must serve a contractual break notice in addition to a statutory notice under paragraph 31 of the Electronic Communications Code to terminate a code agreement
  2. 2 Whether the site provider had an exercisable right to terminate the agreement under the break clause
  3. 3 Validity of the break notice and paragraph 31 notice served by BT

Ratio Decidendi

A site provider relying on a break clause to terminate a code agreement under paragraph 31 of the Electronic Communications Code must exercise the break clause in compliance with contractual terms; mere exercisability is insufficient. The break notice served by BT was invalid as the relevant termination right was not exercisable, and the paragraph 31 notice was also invalid.

Court Disposition

Appeal allowed

Orders

  • OT's appeal upheld on grounds 1 and 3
  • BT's break notice and paragraph 31 notice declared invalid