Reed Smith Client Alerts

Tenants exercising break clauses where vacant possession is required is a thorny issue, and one which has once again reached the courts. The Court of Appeal has delivered its ruling in the most recent case, Capitol Park Leeds v Global Radio Services.

The case concerned the lease of a three-storey commercial unit outside Leeds, constructed in 2000. The lease was assigned to Global Radio Services in 2014. The break clause in the lease provided that the tenant should “give vacant possession of the Premises to the Landlord on the relevant Tenant’s Break Date”. Nothing too revolutionary there.

In advance of the break date of 12 November 2017, Global had stripped the unit, including the removal of ceiling grids, ceiling tiles, floor finishes, pipework, radiators, lighting and smoke detection systems. The property was left in a terrible state of repair. As all of the stripped-out items had been part of the original build specification, they fell into the legal category of landlord’s fixtures or comprised part of the fabric of the building itself.

The definition of “The Premises” in the lease included “all fixtures and fittings at the Premises whenever fixed”. The landlord therefore argued that, by removing fixtures, the tenant had failed to give back “the Premises” as required under clause 10.1.4. The judge at the first hearing agreed with the landlord, which somewhat startled the legal community, however the Court of Appeal has now overturned that decision.