Greene King Plc v Quisine Restaurants Ltd & Anor [2012] EWCA Civ 698 (24 May 2012)

Greene King Plc v Quisine Restaurants Ltd & Anor [2012] EWCA Civ 698 (24 May 2012)

Clause 8 was not a condition precedent or fundamental term; breach of the notice obligation did not discharge the appellants from liability under their guarantees. The obligation was only to use reasonable endeavours to notify Mr Shasha, not QRL, and was not intended to operate as a condition. Breach gave rise only to nominal damages, not to discharge of liability.

Citation
[2012] EWCA Civ 698
Parties
Claimant/respondent: Greene King PLC; Defendant/appellant: Quisine Restaurants Limited; Defendant/appellant: Nazar Nafie Shasha; Defendant: Stephen Keith Dite
Jurisdiction
England and Wales
Judgment Date
24 May 2012
Procedural Posture
Appeal From High Court (chancery Division) / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Guarantees, Conditions Precedent, Breach of Contract, Notice Requirements, Lease Assignment
Contract Law Landlord and Tenant Law Guarantees Conditions Precedent Breach of Contract Notice Requirements Lease Assignment

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Parties

Greene King PLC

Claimant/respondent

Quisine Restaurants Limited

Defendant/appellant

Nazar Nafie Shasha

Defendant/appellant

Stephen Keith Dite

Defendant

Procedural Posture

Appeal From High Court (chancery Division) / Court of Appeal Judgment

Legal Issues

  1. 1 Whether breach of clause 8 (notice obligation) discharged guarantors from liability
  2. 2 Whether clause 8 was a condition precedent or condition of the contract
  3. 3 Effect of breach of notice obligation on guarantee liability

Ratio Decidendi

Clause 8 was not a condition precedent or fundamental term; breach of the notice obligation did not discharge the appellants from liability under their guarantees. The obligation was only to use reasonable endeavours to notify Mr Shasha, not QRL, and was not intended to operate as a condition. Breach gave rise only to nominal damages, not to discharge of liability.

Court Disposition

Appeal dismissed

Orders

  • Appellants remain liable under guarantees for arrears of rent and service charges
  • Nominal damages awarded on counterclaim