Greene King Plc v Quisine Restaurants Ltd & Anor

Greene King Plc v Quisine Restaurants Ltd & Anor

Clause 8 of the licence to assign was not intended to operate as a condition precedent or condition; its breach did not discharge QRL or Mr Shasha from liability under their guarantees. The obligation to use reasonable endeavours to notify Mr Shasha was not fundamental to the contract, and the breach only gave rise to nominal damages as no loss was proved.

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
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Guarantees, Conditions Precedent, Lease Assignment, Notice Requirements
Contract Law Landlord and Tenant Law Guarantees Conditions Precedent Lease Assignment Notice Requirements

Case Brief

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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

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether breach of clause 8 (notice of arrears) discharged QRL and Mr Shasha from liability under guarantees
  2. 2 Whether clause 8 operated as a condition precedent or condition of the contract
  3. 3 Whether breach of clause 8 entitled appellants to be released from guarantees

Ratio Decidendi

Clause 8 of the licence to assign was not intended to operate as a condition precedent or condition; its breach did not discharge QRL or Mr Shasha from liability under their guarantees. The obligation to use reasonable endeavours to notify Mr Shasha was not fundamental to the contract, and the breach only gave rise to nominal damages as no loss was proved.

Court Disposition

Appeal dismissed

Orders

  • Appellants remain liable under their guarantees
  • Nominal damages awarded on counterclaim