UYCF Limited (formerly Night Trunkers (London) Limited) v Christopher and Penelope Anne Forrester [2000] E.W.C.A. 317

Facts: The lease related to premises known as The Yard, Low Meadow Farm, Windsor Road, Gerrards Cross, which was demised to the claimant for the purposes of its fleet transport business for a term of 12, subsequently increased to 25, years at a rent of £25,000 per annum was subject to rent reviews every three years. The user of the premises was limited to that of a haulage contractor unless altered with the previous consent in writing of the lessor. By clause 3(2), the lessor covenanted as follows: ‘To erect in the position shown edged blue on the plan herewith a permanent office building in accordance with the specification contained in a letter of even date and signed by the parties a copy of which is annexed hereto ...’ The plan attached to the lease showed a rectangular area edged blue on open ground immediately adjacent to a large hangar like structure used as workshops and the forecourt area in front of it. The area was designated ‘New Offices’. However, no signed, or any, letter of specification was annexed to the lease and, as the judge held, none existed. Oddly, no period for compliance with the covenant was provided for and, for a considerable period after the claimant went into possession as lessee the parties took no steps to implement the clause. Indeed, without the matter being further pursued or discussed, the claimant, rather than requiring implementation of the covenant, erected on open ground a little way from the blue edged area marked on the plan a twostorey Portakabin which the claimant occupied as offices in place of a single Portakabin already there which the first defendant had removed at the claimant’s request. The claimant also demolished the workshop and replaced it with a timber-framed barn. Other works were also carried out elsewhere on the premises, by agreement with the first defendant, on the basis that the claimant paid for them and obtained any necessary planning permission. The matter only came to a head when the local authority served a planning enforcement notice for removal of the two-storey Portakabin and the claimant gave notice to the defendants that he required them to comply with the covenant in Clause 3(2). The issue arose as to whether Clause 3(2) was void for uncertainty.