HFI Farnborough Llp & Ors v Park Garage Group Plc [2012] EWHC 3577 (Ch) (13 December 2012)

HFI Farnborough Llp & Ors v Park Garage Group Plc [2012] EWHC 3577 (Ch) (13 December 2012)

The break clause in clause 8 of the lease can only be exercised if the sale price on a sale with vacant possession exceeds the Price as defined; the Deeds of Variation and Overage Agreements are to be construed as requiring an actual sale, not merely a valuation, to trigger the break clause.

Citation
[2012] EWHC 3577 (Ch)
Parties
Claimant: HFI Farnborough LLP; Claimant: HFI Knights Hill LLP; Claimant: HFI Romsey LLP; Claimant: HFI Wimbourne LLP; Defendant: Park Garage Group PLC
Jurisdiction
England and Wales
Judgment Date
13 December 2012
Procedural Posture
Commercial Lease Dispute / First Instance Judgment
Outcome
Claim dismissed
Legal Topics
Break Clauses, Overage Agreements, Rectification, Lease Variation, Contractual Interpretation
Property Law Contract Law Break Clauses Overage Agreements Rectification Lease Variation Contractual Interpretation

Case Brief

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Parties

HFI Farnborough LLP

Claimant

HFI Knights Hill LLP

Claimant

HFI Romsey LLP

Claimant

HFI Wimbourne LLP

Claimant

Park Garage Group PLC

Defendant

Procedural Posture

Commercial Lease Dispute / First Instance Judgment

Legal Issues

  1. 1 Whether HFI is entitled to exercise the break clause without an agreed sale of the premises with vacant possession
  2. 2 Whether the leases should be rectified for mutual mistake regarding the break clause trigger
  3. 3 Interpretation of 'value of the premises' in the lease

Ratio Decidendi

The break clause in clause 8 of the lease can only be exercised if the sale price on a sale with vacant possession exceeds the Price as defined; the Deeds of Variation and Overage Agreements are to be construed as requiring an actual sale, not merely a valuation, to trigger the break clause.

Court Disposition

Claim dismissed

Orders

  • Break clause not validly exercised without an agreed sale with vacant possession exceeding the Price
  • No rectification of Sale Costs definition