Optical Express (Gyle) Ltd v Marks & Spencer Pcl & Ors [2000] ScotCS 35 (8 February 2000)

Optical Express (Gyle) Ltd v Marks & Spencer Pcl & Ors [2000] ScotCS 35 (8 February 2000)

The exclusivity clause in the back letter is not inter naturalia of the lease and does not transmit against singular successors of the landlord. The pursuers have no real right in Unit 56 and cannot establish bad faith against the third defenders. The pursuers have not made out a prima facie case for interdict.

Citation
[2000] ScotCS 35
Parties
Pursuer: Optical Express (Gyle) Ltd; First Defender: Marks & Spencer plc; Second Defender: Safeway Stores plc; Third Defender: Vision Express (UK) Limited
Jurisdiction
Scotland
Judgment Date
08 February 2000
Procedural Posture
Commercial Lease Dispute / Motion for Interim Interdict
Outcome
Motion for interim interdict refused
Legal Topics
Lease Variation, Exclusivity Clauses, Transmission of Obligations, Interim Interdict, Bad Faith in Contracting
Property Law Contract Law Commercial Law Lease Variation Exclusivity Clauses Transmission of Obligations Interim Interdict Bad Faith in Contracting

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Parties

Optical Express (Gyle) Ltd

Pursuer

Marks & Spencer plc

First Defender

Safeway Stores plc

Second Defender

Vision Express (UK) Limited

Third Defender

Procedural Posture

Commercial Lease Dispute / Motion for Interim Interdict

Legal Issues

  1. 1 Whether a back letter exclusivity clause is enforceable against singular successors of the landlord
  2. 2 Whether the exclusivity clause is inter naturalia of the lease
  3. 3 Whether the third defenders acted in bad faith

Ratio Decidendi

The exclusivity clause in the back letter is not inter naturalia of the lease and does not transmit against singular successors of the landlord. The pursuers have no real right in Unit 56 and cannot establish bad faith against the third defenders. The pursuers have not made out a prima facie case for interdict.

Court Disposition

Motion for interim interdict refused

Orders

  • Refusal of interim interdict in terms of the third conclusion of the summons