Implying Terms in Law: Belize no more?
| Published date | 01 September 2016 |
| Author | |
| Date | 01 September 2016 |
| Pages | 338-342 |
| DOI | 10.3366/elr.2016.0363 |
On its face,
BNP Paribas as landlords entered into four commercial leases with Marks & Spencer in respect of the latter's occupation of various floors of a building in Paddington basin in London. The leases contained a break clause, empowering Marks & Spencer to bring the leases to a premature end by paying a premium equivalent to one year's rent and providing at least six months' prior written notice of its intention to break. In accordance with standard practice, the lease stipulated that the rent each quarter was payable in advance. When the tenant exercised its right to break, it sought to recover part of the rent it had paid in advance to the landlord in respect of the final quarter period, i.e. the portion of the rent attributable to the period from the date of termination to the end of the final quarter. One of the techniques it adopted to try and meet that objective was to rely on the law on the implication of terms. In a unanimous decision, the Supreme Court rejected the tenant's arguments on a number of grounds. As far as the implication point goes, the Supreme Court opined that, although it might be necessary in terms of business efficacy for a term to be implied that the tenant receive a partial rebate of the rent paid in advance, there was little force in the contention that it was necessary to make the contract work or to deprive it of absurdity. For that reason, the tenant's appeal was unsuccessful. Whilst...
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