K/S MEADOW WAY AGAINST DGM LONDON ROAD LIMITED [2019] ScotCS CSOH_20 (05 March 2019)

K/S MEADOW WAY AGAINST DGM LONDON ROAD LIMITED [2019] ScotCS CSOH_20 (05 March 2019)

Clause 2 of the lease, as varied, expressly excludes assignees and is clear and unambiguous. The references to permitted assignees in other clauses do not override this exclusion. There is no legal basis to imply assignability where assignation is expressly excluded. The declarator sought must be refused.

Citation
[2019] ScotCS CSOH_20
Parties
Pursuer: K/S Meadow Way; Defender: DGM London Road Limited
Jurisdiction
Scotland
Judgment Date
05 March 2019
Procedural Posture
Commercial Action / Debate on Declarator and Relevancy of Rectification
Outcome
Declarator refused; rectification argument to proceed to further procedure.
Legal Topics
Lease Assignability, Rectification of Documents, Interpretation of Contracts
Property Law Landlord and Tenant Law Contract Law Lease Assignability Rectification of Documents Interpretation of Contracts

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Parties

K/S Meadow Way

Pursuer

DGM London Road Limited

Defender

Procedural Posture

Commercial Action / Debate on Declarator and Relevancy of Rectification

Legal Issues

  1. 1 Whether the lease is assignable by the tenant without landlord's consent
  2. 2 Whether the lease should be rectified to permit assignation without landlord's consent

Ratio Decidendi

Clause 2 of the lease, as varied, expressly excludes assignees and is clear and unambiguous. The references to permitted assignees in other clauses do not override this exclusion. There is no legal basis to imply assignability where assignation is expressly excluded. The declarator sought must be refused.

Court Disposition

Declarator refused; rectification argument to proceed to further procedure.

Orders

  • Defender's second plea-in-law upheld in relation to declarator; pursuer's first plea-in-law repelled; declarator refused.
  • Defender's first plea-in-law (all parties not called) repelled.