Construction — Rent review dates — Underlease drafted to follow headlease — Whether dates same as in headlease — Whether rent review procedure in accordance with dates — Lessor’s construction accepted
The plaintiffs hold a headlease of 91/93 Gloucester Road, Bristol for a term of 21 years from August 31 1972; the lease provides for rent reviews at the end of the seventh and 14th years of the term. They granted an underlease, as from March 1 1974, to the defendants for the residue of the term of the headlease, less three days; this underlease also contains rent reviews at the end of the seventh and 14th years of “the said term”.
The plaintiffs served a “trigger notice” to initiate the rent review in the underlease as from March 1 1988. The defendants contended that, as a matter of construction, the use of the words “the said term” in the underlease must be a reference to the term of the headlease; this was because the habendum in the underlease referred to the “residue of the term of twenty one years”, a reference to the headlease, and the reddendum followed with the provisions for the rent to be paid “during the said term”. Accordingly the 14th year of the underlease expired at August 31 1987, and the “trigger notice” was too late to initiate the rent review.
Held The declaration sought by the plaintiffs was made.
The only evidence on the matter was a solicitor’s letter of December 19 1973 which asked for reactions to coinciding the rent reviews in the underlease with those of the headlease; there had been no reaction to this. It would be unjust to take any construction other than that of the plaintiffs. The habendum was clear. Nothing else in the underlease referred to the headlease either expressly or by necessary implication. The rent review “trigger notice” was served in time.
Bradshaw v Pawley
[1980] EGD 100 considered.
Martin Farber (instructed by Jeffrey Green & Russell) appeared for the plaintiffs; and Claire Andrews (instructed by Millikin & Co, of Swindon) appeared for the defendants.
