HFI Farnborough Llp & Ors v Park Garage Group Plc

HFI Farnborough Llp & Ors v Park Garage Group Plc

The break clause in the leases as varied could only be exercised if there was an agreed sale of the premises at a price exceeding the original purchase price. The Deeds of Variation did not alter this requirement. If the Deeds of Variation did alter the effect, Park was entitled to rectification to reflect the parties' common intention. Park was also entitled to rectification to restore the 'reasonable and proper' limitation to sale costs.

Parties
Claimant: HFI Farnborough LLP; Claimant: HFI Knights Hill LLP; Claimant: HFI Romsey LLP; Claimant: HFI Wimborne LLP; Defendant: Park Garage Group PLC
Jurisdiction
England and Wales
Judgment Date
13 December 2012
Procedural Posture
Civil (landlord and Tenant/commercial Lease/rectification) / Judgment After Trial
Outcome
Claim dismissed in part, rectification granted in part
Legal Topics
Break Clauses, Rectification for Mutual Mistake, Construction of Commercial Leases, Overage Agreements, Sale Costs Definition
Landlord and Tenant Contract Law Equity Break Clauses Rectification for Mutual Mistake Construction of Commercial Leases Overage Agreements Sale Costs Definition

Case Brief

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Parties

HFI Farnborough LLP

Claimant

HFI Knights Hill LLP

Claimant

HFI Romsey LLP

Claimant

HFI Wimborne LLP

Claimant

Park Garage Group PLC

Defendant

Procedural Posture

Civil (landlord and Tenant/commercial Lease/rectification) / Judgment After Trial

Legal Issues

  1. 1 Whether the landlord could exercise the break clause without an agreed sale of the premises at a price exceeding the original purchase price
  2. 2 Whether the leases should be rectified for mutual mistake regarding the break clause and sale costs definition
  3. 3 Proper construction of 'value of the premises' in the break clause trigger

Ratio Decidendi

The break clause in the leases as varied could only be exercised if there was an agreed sale of the premises at a price exceeding the original purchase price. The Deeds of Variation did not alter this requirement. If the Deeds of Variation did alter the effect, Park was entitled to rectification to reflect the parties' common intention. Park was also entitled to rectification to restore the 'reasonable and proper' limitation to sale costs.

Court Disposition

Claim dismissed in part, rectification granted in part

Orders

  • HFI's claim for possession is dismissed.
  • Park's claim for rectification of the Deeds of Variation in relation to the definition of Sale Costs is allowed.