The lease is the contract. If it is not in the contract, you cannot rely on it. Whenever entering into a commercial lease, consider the below case. Would this affect your business? If so, the time to negotiate is before the lease is entered into.
The court will rarely imply terms into a lease unless the lease is found to be defective and cannot work properly due to bad drafting. The court will not seek to protect a tenant simply because the landlord is doing something the tenants does not like such as undertaking works to an adjoining property. I am surprised the tenant in this matter proceeded to court with this argument.
Leases generally mean what they say and judges will only imply additional terms where to do so is necessary to achieve sense or business efficacy. That point was made in a case in which a supermarket tenant attempted to block the expansion of adjoining premises occupied by its landlord.
The landlord’s plan to extend its retail and office space would temporarily render the retail park where both premises were located less visually attractive and would have an impact on customer parking arrangements. A crash deck and scaffolding would also have to be erected as a safety measure at the entrance to the tenant’s store, potentially obscuring the latter’s signage.
The tenant’s lease did not contain an express prohibition on the landlord’s extension of the footprint of its building. However, in an attempt to stop the planned works, the former argued before the High Court that, read as a whole, the terms of the lease amounted to, or at least implied, such a prohibition.
In rejecting those arguments and enabling the works to proceed, the Court found that the tenant’s arguments were completely unsustainable and doomed to failure. The terms of the lease were clear and there was no basis upon which a ban on expansion of the landlord’s premises could be implied.
