Capitol Park Leeds Plc v Global Radio Services  EWHC 2750 was concerned with a tenant’s conditional break clause. The lease gave the tenant the right to determine it if, amongst other things, it “gave vacant possession of the Premises to the Landlord on the relevant Tenant’s Break Date”. “The Premises” was a defined term, including the original building on the property and landlord’s fixtures, whenever fixed.
The tenant started dilapidations work and in that context stripped out significant elements of the base build and landlord’s fixtures including radiators, lighting and ceiling tiles and grids. It stopped work in the hope of negotiating a settlement and surrender with the landlord, but was unable to do so. It did not replace the elements of the building which it had removed, leaving it, in the Judge’s words, “an empty shell of a building which was dysfunctional and unoccupiable”.
The tenant argued that it had complied with the break condition because it left the premises empty of people, chattels and other interests and had therefore given up vacant possession. The Judge, Deputy High Court Judge Benjamin Nolan QC, however, held that the tenant had not complied with the break condition. What it had delivered up on the break date was not “the Premises”, as that term was defined in the Lease. He also held that the tenant had not established, on the facts, that the landlord was estopped from relying on the failure to comply with the break condition.
Permission to appeal to the Court of Appeal has been granted.
You can read and download the final judgment here.