The recent case of Performance Retail (General Partner) Ltd v Wagamama Ltd [2021] EWHC 564 (Ch) is a reminder that when it comes to complying with business contracts too much is often much safer than too little.
Performance Retail (General Partner) Ltd v Wagamama Ltd
Case summary
The Contract considered by the Court in the case, required Wagamama’s potential Landlord to give Wagamama notice that each of six conditions of the Contract had been fulfilled, in order to be able to require Wagamama to take a lease of the premises. The six conditions were:
- A site assembly condition;
- A highways and road closure order condition;
- A pre-letting condition;
- A finance condition;
- A possession condition; and
- A licencing condition (the latter to be satisfied by the Tenant).
The Landlord gave one notice to the tenant stating that the conditions of the agreement were satisfied and that:
“In accordance with clause 2.7 of the Agreement for Lease we give you notice, on behalf of our Client, that the Agreement for Lease is now unconditional and the remaining provisions of the Agreement for Lease will apply.”
The Landlord argued that this notice, pursuant to clause 2.7 of the Agreement, was all that was required. Wagamama contended that this generic confirmation of the six conditions did not fulfil the notice requirements of the Contract and the Court agreed.
Comment
The moral of the story in this case is:
- Read the Contract carefully;
- If you want to enforce it, do what it says!
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If you have any queries regarding the subjects discussed in this article or any related topics, please contact either Martin Jinks (Partner, Solicitor & Notary Public) or Mary Gharmount (Senior Associate & Solicitor) in our expert Commercial Property team.
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