Clause in lease forbidding motor vehicles or other goods being placed outside premises – Lessee seeking declaration enabling parking of vehicles on demised premises – Judge granting declaration – Lessor appealing – Lessee cross-appealing – Whether judge erred – Whether motor vehicles “goods” – Whether vehicles parked “outside the said premises” – Appeal dismissed – Cross-appeal allowed
In 1980 Spring House (Freehold) Ltd (the lessee) acquired a lease of a property from Mount Cook Land Ltd (the lessor). Over time, alterations were made to the layout of the property, including covering over the old basement areas with pavement lights, at the same level as the pavement. It became possible to park motor cars on these covered areas and, for many years, the lessee and its licensees did so. In April 1999, relying upon clause II(9) of the lease, the lessor wrote to the lessee, giving formal notice that the lessee was forbidden to place “any motor vehicles, motor cycles or other goods outside of the premises demised to it”. The lessees brought an action in the county court, seeking a declaration that it, and its licensees, were entitled to park vehicles on the demised premises. Clause II(9) of the lease provided, inter alia, that “no placard advertisement or announcement of any description shall at any time be exhibited on the outside of the said premises (save and except that there may be exhibited in the windows of the ground floor of the said demised premises any placard advertisement or announcement relating to goods actually dealt in by and in the ordinary course of the business or occupation of the occupant…). And that no goods shall at any time be or remain placed outside the said premises”. The judge held that motor vehicles were not “goods” within the meaning of that clause. He went on to find that the words “outside the said premises” meant outside the building but within the demise. The judge construed those words as “incorporating the area where the vehicles are in fact parked as being outside the building”. He granted the lessees the declaration they sought. The lessor appealed, submitting that the judge had attributed the wrong meaning to the word “goods”. The lessee cross-appealed against the judge’s conclusion on the meaning of the words “outside the said premises”.
Held: The appeal was dismissed. The cross-appeal was allowed.
1. The word “goods”, by its natural and ordinary meaning, covered a wide range of property or possessions. The question of interpreting whether a motor car was excluded from that ordinary meaning had to be carried out against the background knowledge that would reasonably have been available to the contracting parties in the situation they were in at the time of the execution of the lease. Earl of Lonsdale v A-G [1982] 1 WLR 887 applied. The context of the clause as a whole did not restrict the ordinary meaning of “goods” to merchandise, wares or goods offered for sale, as the respondent contended. Nor was the term restricted to the goods actually dealt in by the occupant, which seems to have been the judge’s interpretation. On the contrary, the word “goods” had to be given its wider meaning. Accordingly, “goods” included motor cars, and the appellant’s case prevailed.
2. The judge erred in his construction of the words “outside the said premises”. The word “premises” was a chameleon-like word that took its meaning from its context. Having considered the habendum, the lease as a whole and clause II(9) itself, there was real uncertainty as to what was intended. The expression was ambiguous, but “outside the said premises” meant outside the boundaries of the premises that were the subject of the demise. As a result, the declaration stood and the appeal was dismissed.
David Hodge QC (instructed by Hamlins) appeared for the appellant; Andrew Walker (instructed by Finers Stephens Innocent) appeared for the respondent.
Sarah Addenbrooke, barrister
