Renting in UK Law

It has been said many times, Benmax v Austin Motor Co [1955] AC 370, Biogen Inc v Medeva Inc [1997] RPC 1 and Assicurazioni Generali SA v Arab Insurance Group [2003] 1 WLR 577 being only three of the examples of high authority, that an appellate court can hardly ever overturn primary findings of fact by a trial judge who has seen the witnesses give evidence in a case in which credibility was in issue.

Thus, like all points of construction, the meaning of this rent review clause depends upon the particular language used interpreted having regard to the context provided by the whole document and the matrix of the material surrounding circumstances, whilst recognising, therefore, that the particular language used will always be of paramount importance, it is proper and only sensible, when construing a rent review clause, to have in mind what normally is the commercial purpose of such a clause.

Formerly the extinguishment of the tenancy by surrender also extinguished the reversion to any sub-tenancy, so that the remedy for the rent and the covenants attached to the reversion ceased with the reversion to which they were annexed. This unsatisfactory state of affairs was remedied by statute in two stages.

It was argued that there was a distinction (as to time limits) between options to determine, or to renew, or to acquire the reversion, and a right such as the present.

My Lords, it is important to notice Lindley LJ was not saying that the liability to pay rent had been incurred as an expense of the winding up. The liability had been incurred by the company before the winding up for the whole term of the lease. Lindley LJ was saying that it would be just and equitable, in the circumstances to which he refers, to treat the rent liability as if it were an expense of the winding up and to accord it the same priority.

Expenses incurred after the liquidation date need no further equitable reason why they should be paid. It is not the business of the liquidator to incur expenses for any other purpose. There would be little point in a statute which specifically imposed liabilities upon a company in liquidation if they were payable only in the rare case in which it emerged with all other creditors having been paid.

As to the conclusion of the whole matter, in my view, save in exceptional circumstances, the function of the Court in exercising this equitable jurisdiction is to grant relief when all that is due for rent and costs has been paid up, and (in general) to disregard any other causes of complaint that the landlord may have against the tenant.