Witney Golf Club Ltd v Parker and another

[2006] All ER (D) 174 (Apr), LTL 25/4/2006

1st April 2006

High Court


The claimant (C) was a tenant of the defendants (D). In 1996, after obtaining planning permission for the land it rented, C entered into negotiations with D to vary the terms of the lease. The variation deed contained a provision for ‘additional rent’, which was to be calculated as a percentage of C’s gross business profits. The deed was drafted by D’s solicitor, who amended the formula for the additional rent calculation by substituting a simpler calculation of net profits. D’s solicitor confirmed to C that D had approved the deed, subject to two minor alterations. The deed was subsequently executed, with the inclusion of the simpler formula. C sought to rely on the deed of variation, and applied for a declaration that the rent was to be calculated accordingly. D counterclaimed to have the deed rectified, contending that C had wilfully shut its eyes to the mistake or failed to make proper inquiries, citing that the simpler formula in the deed was beneficial to them.

Although C had been aware that the simpler formula may be more beneficial for them, the variation deed had been provided by D’s solicitors, who had confirmed that it was agreed. To impose a burden on C to make further checks regarding the rent calculation formula would be unrealistic. There was no basis on which to find that C had wilfully closed its eyes or wilfully failed to make inquiries.

A lessee had not had actual knowledge of any mistake on the lessors' part in respect of a rent provision in a deed of variation, so that the lessors were not entitled to have the deed rectified.

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