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British Telecommunications plc v. Rail Safety and Standards Board Ltd. [2012] L&TR 35 (CA)

DATE: 02 Jan 2012

An agreement for the grant of a sublease was made conditional upon the superior landlord’s consent being granted.  The agreement contained in an annex a form of deed to be executed by the superior landlord, mesne landlord and subtenant.  Relying on a long-stop date provision, the proposed subtenant rescinded the agreement at a time when all the parties had executed the deed in escrow, but the deed had not been completed.  The Court of Appeal held that, on the true construction of the agreement, the parties had stipulated that the superior landlord’s consent could only be validly given in one way, thereby avoiding the difficulties caused by informal consents, and that the proposed sub-tenant was accordingly entitled to rely on the long-stop provision.  Nic acted for the successful proposed subtenant.