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England and Wales High Court (Chancery Division) Decisions |
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You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Bella Italia Restaurants Ltd v Stane Park Ltd & Ors [2019] EWHC 2747 (Ch) (21 October 2019) URL: http://www.bailii.org/ew/cases/EWHC/Ch/2019/2747.html Cite as: [2019] EWHC 2747 (Ch) |
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BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
PROPERTY, TRUSTS AND PROBATE LIST (Ch D)
Fetter Lane, London EC4A 1NL |
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B e f o r e :
(sitting as a Deputy Judge of the High Court)
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BELLA ITALIA RESTAURANTS LIMITED |
Claimant |
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- and - |
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(1) STANE PARK LIMITED (2) STEPHEN MONTAGUE CLARK, FELICITY AMANDA CLARK and PENSIONEER TRUSTEES (LONDON) LIMITED, as the trustees for the time being of the Churchmanor Pension Scheme (3) ROPEMAKER PROPERTIES LIMITED |
Defendants |
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Tim Calland (instructed by Birketts LLP) for the Defendants
Hearing dates: 9–10 October 2019
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Crown Copyright ©
Kelyn Bacon QC (sitting as a Deputy Judge of the High Court):
Introduction and factual background
Issues
i) The issue of contractual interpretation: whether the agreement for lease, properly interpreted, required the lease to be granted by the Trustees, or whether the Trustees' obligation to grant the lease could be performed by Ropemaker.
ii) The issue of statutory interpretation: whether the Landlord and Tenant (Covenants) Act 1995 ("the 1995 Act") had the effect of transferring to Ropemaker both the benefit and the burden of the agreement for lease, such that (irrespective of the position as a matter of contractual construction) the obligation to grant the lease could be performed by Ropemaker.
Contractual interpretation issue
"15.1 In consideration of the Tenant's obligations under this Agreement, the Landlord shall (at the direction of the Developer) grant to the Tenant and the Tenant shall accept from the Landlord the Lease on the terms set out in this Agreement. No purchase price, premium, or deposit is payable.
15.2 The Tenant cannot require the Landlord to grant the Lease to any person other than the Tenant (here meaning Bella Italia Restaurants Limited, incorporated and registered in England and Wales with company number 00964194, only).
15.3 The Tenant cannot assign, sublet, charge, or otherwise share or part with the benefit of this Agreement whether in relation to the whole or any part of the Property.
15.4 Conditions 1.5 and 2.2 do not apply to this Agreement."
i) Clauses 15.2 and 15.3 make clear that the benefit of the agreement is non-assignable by the tenant, and that the landlord cannot be required to grant the lease to any person other than the tenant.
ii) Clause 28.1 provides that the landlord's obligations in clauses 3–9 are personal and binding only on the Trustees.
iii) Clause 28.2 provides that the developer's obligations in clauses 16–24 are personal and binding only on Churchmanor.
Statutory interpretation issue
Conclusion