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Littman v Aspen Oil (Broking) Ltd

[2005] EWCA Civ. 1579

Court: Court of Appeal
Date of Judgment: 19.12.05

Case concerned a lease of commercial premises in London. The term of the lease was 5 years, but cl.10 of the lease provided that either party could terminate the lease at the end of the third year of the term by giving not less than six months' notice in writing provided that up to the termination date "in the case of a notice given by the landlord" the tenant had paid the rent and duly observed and performed the tenant's covenants. The tenant purported to bring the lease to an end pursuant to that clause. The landlord disputed the effectiveness of that notice on the grounds that the tenant was in breach of its obligations under the lease as at the termination date and contended that the words "in the case of a notice given by the landlord" were nonsensical and should be read as if they said "in the case of a notice given by the tenant".

The Court of Appeal held that: (1) as a matter of construction, the word "landlord" in clause 10 of the lease had to be construed as "tenant ". That was what the parties must have intended and any other construction would be absurd. (2) It was not necessary to decide whether, in the alternative, the clause ought to be rectified, but the majority inclined to the view that the four conditions for the rectification of a unilateral mistake were made out and that in the circumstances it did not matter that, unlike any previous case, the result of rectification would be to put the parties in a contractual position that they had never agreed since the tenant's solicitor's deliberate attempt to take advantage of the other side's obvious drafting error was inequitable.


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