Bywater Properties Investments LLP & Ors v Oswestry Town Council

Bywater Properties Investments LLP & Ors v Oswestry Town Council

The rent review clause provides that the landlord has the right to review the 'yearly rent for the time being payable.' If the landlord does not invoke the rent review procedure, the rent for the time being payable (including any previously increased rent) continues to be paid. There is no lacuna requiring implication of a term reverting the rent to the initial reserved rent. The defendant's construction is to be preferred based on the wording of the clause and the absence of any contrary commercial purpose.

Parties
Claimant: Bywater Properties Investments LLP; Claimant: Refuge Nominees Limited; Claimant: Gladstone Nominees Limited; Defendant: Oswestry Town Council
Jurisdiction
England and Wales
Judgment Date
14 February 2014
Procedural Posture
Civil (part 8 Claim) / Judgment After Hearing on Point of Construction
Outcome
Judgment for the defendant on the point of construction
Legal Topics
Rent Review Clauses, Lease Construction, Implied Terms, Commercial Leases
Land Law Landlord and Tenant Rent Review Clauses Lease Construction Implied Terms Commercial Leases

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Parties

Bywater Properties Investments LLP

Claimant

Refuge Nominees Limited

Claimant

Gladstone Nominees Limited

Claimant

Oswestry Town Council

Defendant

Procedural Posture

Civil (part 8 Claim) / Judgment After Hearing on Point of Construction

Legal Issues

  1. 1 What is the proper construction of the rent review clauses in the leases when the landlord elects not to instigate a rent review at a review date after a previous review has increased the rent?
  2. 2 Does the rent revert to the initial reserved rent or remain at the previously increased rent if the landlord does not invoke the rent review procedure?

Ratio Decidendi

The rent review clause provides that the landlord has the right to review the 'yearly rent for the time being payable.' If the landlord does not invoke the rent review procedure, the rent for the time being payable (including any previously increased rent) continues to be paid. There is no lacuna requiring implication of a term reverting the rent to the initial reserved rent. The defendant's construction is to be preferred based on the wording of the clause and the absence of any contrary commercial purpose.

Court Disposition

Judgment for the defendant on the point of construction

Orders

  • Declarations in the terms of paragraphs 1(ii) and 2(ii) of the Claim Form to be made
  • Costs to be determined at a later date