Commercial premises – agreement for lease – sale and leaseback – construction of the lease

K/S Victoria Street (A Danish Partnership) v House of Fraser (Stores Management) Limited and others [2011] EWHC 3179 (Ch) (Henderson J) (1 December 2011)

This is round three of a fairly major battle over the sale and leaseback of a substantial department store. Readers will recall from our December 2010/January 2011 edition, Commercial Leases Vol 24 Issue 10 at p1468 (Neutral Citation Number [2010] EWHC 3006 (Ch)) the outcome of the first round – applications for summary judgment. The judge in the first round – Mr John Randall QC sitting as a deputy high court judge – found that there were arguable issues and he directed the hearing of preliminary issues. Those issues now came on before Mann J in December 2010 [2010] EWHC 3344 (Ch). His decision is summarised in our February 2011 edition, Commercial Leases Vol 25 Issue 1 at p1655. He concluded that the proposed assignment by D1 to D3 would be a breach. He held that compliance with clause F did not absolve D1 from compliance with the other alienation provisions. Thus consent was not required but compliance with all other criteria was.