Duval v 11-13 Randolph Crescent Ltd [2020]

Court: Supreme Court

Facts: Landlord D let out nine flats to individual lessees, each lease containing an absolute covenant (Clause 2.7) prohibiting any alteration to walls, and a covenant (Clause 3.19) obliging the landlord to enforce this prohibition if requested by any lessee. D granted permission to one lessee to remove part of a load-bearing wall, which would breach Clause 2.7. C sought a declaration that D’s actions violated Clause 3.19, and D appealed the granting of this declaration.

Issue: Whether an implied term should be added to the leases requiring the landlord to always have the power to enforce Clause 2.7, even if he had authorized what would otherwise be a breach.

Held: The Supreme Court dismissed the appeal. It was found that an implied term existed in C’s lease, stipulating that D had a continuous obligation to enforce Clause 2.7 in other leases, regardless of any permissions granted that would otherwise breach it. The Court ruled that Clause 3.19 prevented D from licensing work that contravened Clause 2.7, which required the consent of all other lessees.

Key Judicial Statement: Lord Kitchin: To imply a term, it must be necessary to give business efficacy to the contract or so obvious that it “goes without saying.” The term must also be capable of clear expression. This ensures that the contract remains commercially and practically coherent.