A Gerrards Cross couple have won an Appeal Court challenge over a lease term requiring them to build an office block for their tenants at The Yard, Low Meadow Farm, Windsor Road, Gerrards Cross.
The case centred on a clause in Christopher and Penelope Forresters lease with haulage firm UYCF Ltd (formerly Night Trunkers (London) Ltd), which stated that the landlords agreed to erect a permanent office building.
However, the Appeal Court was told that no letter specifying the location was ever annexed to the lease, neither party acted on the requirement, and UYCF even erected a two-storey Portakabin near the site marked out on the plan for use as offices. It was only when the local authority demanded the removal of the Portakabin that UYCF gave notice to the Forresters that it expected them to comply with the clause.
When the claim went to Slough County Court, the Forresters claimed that they were unaware the clause had been inserted into the lease at all. However, the county court judge found that the Forresters had known what they were signing, and ordered them to pay damages to UYCF.
The Forresters appealed, claiming that the clause should be held void for uncertainty, and the earlier decision should be reversed.
Allowing the Forresters’ appeal, and setting aside the judgment for damages, Potter LJ said: “The parties have failed to elaborate on basic terms which they have agreed in a manner which enables the court to elicit with sufficient certainty what bargain they have in fact made or intended.
“This is a case where the parties plainly intended to define their obligation by reference to a further document which would have required agreement between them.
“It does not seem to me that these are matters in relation to which it was contemplated it would be right to infer that the lessor was to decide upon the specification of the building to be provided. Nor is it feasible for the court to fill in the gap or write the parties bargain for them.”
Night Trunkers (London) Ltd (now UYCF Ltd) v Forrester and another Court of Appeal (Thorpe and Potter LJJ) 8 December 2000.
Michael King (instructed by Gordons, of Marlow) appeared for the appellants; Timothy Dutton (instructed by Stevens & Bolton, of Guildford) appeared for the respondent.
PLS News 12/12/00
