Gwr Property Co Limited Against Forrest Outdoor Media Limited
| Jurisdiction | Scotland |
| Judge | Lord Clark |
| Neutral Citation | [2022] CSOH 14 |
| Docket Number | CA114/20 |
| Date | 03 February 2022 |
| Court | Court of Session |
| Published date | 03 February 2022 |
OUTER HOUSE, COURT OF SESSION
[2022] CSOH 14
CA114/20
OPINION OF LORD CLARK
In th e cause
GWR PROPERTY CO LIMITED
Pursuer
against
FORREST OUTDOOR MEDIA LIMITED
Defender
Pursuer: Thomson QC, McLelland; Brodies LLP
Defender: Walker QC, Massaro; BTO Solicitors LLP
3 February 2022
Introduction
[1] The pursuer leases an area of land on which a digital media display (known as an
advertising totem) has been constructed. The pursuer and the defender entered into
missives with the intention that the land and totem would be sub-let by the pursuer to the
defender. Th e missives contain a suspensive condition, that the obligation to enter the sub -
lease does no t take effect until notice of completion of the works has been given. The
defender resiled from the missives on th e ground that completion had not occurred. The
pursuer seeks declarator that the suspensive condition was purified and that the defender
had no righ t to resile from the missives. Payment of £480,000 is also sought by the pursuer,
2
a sum due by the defender un der the missives on the date of entry. Th e case called for a
debate, with the pursuer challenging the relevancy and specification of the defender’s
averments and seeking decree de plano.
Background
[2] In 2018 and 2019, the pursuer entered into a series of contracts with a view to the
constr uction and use of the advertising totem on land at Glasgow Airport. The first contract
was a head lease un der which the pursuer leases land from Glasgow Airport Limited
(“GAL”). The head lease was dated 28 November 2018 and 25 January 2019, amended by
missives dated 29 September and 1 October 2020. The second contract was a licence for
works, entered into and then amended on th e same dates as the head lease, under which
GAL auth orised the pursuer, on specified conditions, to carry out works to construct the
advertising totem on that land. The third contract was a building contract dated 22 October
2018, based on the April 2013 version of the NEC 3 Standard Form Engineering and
Construction Contract (Option A: priced contract with activity schedule), under which
Wildstone Build Limited (“Wildstone”) contracted with the pursuer to carry out the works
to construct the advertising totem. The fourth contract was missives under which the
defender, in defined circumstances, undertook to sub-let the land, and the advertising totem
erected u pon it, from the pursuer. The missives are dated 1 June 2018, and have been
amended by subsequent missives dated 11 and 12 October 2018. The missives included a
draft of the head lease which in turn included a draft of the licence for works. They also
contain ed a draft of the sub-lease to be entered into in fulfilment of the missives.
[3] The terms of the missives included the following:
“4. SUSP ENSIVE CONDITIONS
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