City Wall Properties (Scotland) Ltd v. Pearl Assurance Plc [2005] ScotCS CSOH_137 (25 October 2005)

City Wall Properties (Scotland) Ltd v. Pearl Assurance Plc [2005] ScotCS CSOH_137 (25 October 2005)

The court held that the proper construction of the rent review clause, read in its context and in light of the parties' negotiations and the factual matrix, is that the reviewed rent is the product of the number of spaces (96) multiplied by the car park factor, and that this figure is not to be added to the passing...

Source-derived case information.

Citation
[2005] ScotCS CSOH_137
Parties
Pursuer: City Wall Properties (Scotland) Ltd; Defender: Pearl Assurance Plc
Jurisdiction
Scotland
Judgment Date
25 October 2005
Procedural Posture
Commercial Action (rent Review Dispute) / Proof Before Answer Following Amendment and Counterclaim for Rectification
Outcome
Defenders' construction of the rent review clause upheld; rectification refused.
Legal Topics
Construction of Rent Review Clauses, Rectification of Contract, Interpretation of Commercial Leases
Landlord and Tenant Contract Law Commercial Property Construction of Rent Review Clauses Rectification of Contract Interpretation of Commercial Leases

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Parties

City Wall Properties (Scotland) Ltd

Pursuer

Pearl Assurance Plc

Defender

Procedural Posture

Commercial Action (rent Review Dispute) / Proof Before Answer Following Amendment and Counterclaim for Rectification

Legal Issues

  1. 1 Proper construction of the rent review clause in the lease
  2. 2 Whether the rent review formula requires the product of 96 multiplied by the car park factor to be added to the passing rent or is itself the reviewed rent
  3. 3 Whether the lease should be rectified to reflect the defenders' understanding

Ratio Decidendi

The court held that the proper construction of the rent review clause, read in its context and in light of the parties' negotiations and the factual matrix, is that the reviewed rent is the product of the number of spaces (96) multiplied by the car park factor, and that this figure is not to be added to the passing rent. The defenders' construction is correct. There was insufficient evidence to justify rectification, as there was no clear and consistent common intention contrary to the written terms at the time of execution.

Court Disposition

Defenders' construction of the rent review clause upheld; rectification refused.

Orders

  • Declarator granted in favour of defenders' construction of the rent review clause
  • Counterclaim for rectification refused