Summary

Where the provisions of a break clause in a commercial lease made it clear that service of a notice terminating the lease was only valid if it was served on the property management company, service of such a notice on the landlord alone was not effective.

Facts

The claimant commercial tenant (H) sought a declaration that it had validly exercised a break clause in a lease of commercial premises as against the defendant landlord (R). R demised parts of two floors in the property to H for a term of ten years. The lease contained a break clause entitling H to terminate the lease after five years provided a copy of the notice was served, not only on R, but also on a property management company (X). Subsequently, H sought to exercise the break clause and served notice of its intention to do so on R within the specified time frame. However, H did not serve notice on X prior to the expiration of the time in which notice could be served. H submitted that the lease should be construed contra proferentem. R contended that service was not good service unless it was effected on X and that, as a consequence, timeous service had never occurred.

Held

The terms of the break clause provision made it clear that a notice had to be served on X. Thus, service on R, as landlord, could not be treated as being effective. Even though the clause fell to be construed contra proferentem, the words in the provision were clear and unambiguous to that effect.

Judgment for defendant