LC-2023-000815 - [2025] EWCA Civ 971

The Agreement was headed “Agreement for the Installation of PCN Equipment – Green Field”. It is also worth noting that neither the owner nor the occupier is an original party to the Agreement. Both are assignees.

Clause A provided that the owner was “entitled to a legal estate in the [Site]”, a provision which the owner points out would have been unnecessary if a licence had been intended. Clause C provided for the occupier to pay a “Tariff of £3,300 per annum exclusive of VAT”. Clause D provided for a “Minimum Term” of 10 years from 11 March 1997. The definition of Minimum Term in the attached terms and conditions said that it was the “period set out in Clause D above”.

Clause 2.2 of the (terms and conditions of) the Agreement provided that “[n]otwithstanding the provisions of clause 2.1, [the occupier] may terminate [the Agreement] at any time on not less than 3 months’ prior written notice expiring on a Payment Day [defined as 31 March, 30 June, 30 September and 31 December]” if the Site was no longer suitable for the occupier’s equipment.

Clause 3.1 provided that the Tariff was to be calculated from 14 August 1996 and was payable quarterly in advance on the Payment Days (as defined). Clause 9.1 provided for termination of the Agreement in the case of arrears of payments or other substantial breaches of the occupier’s obligations. Clause 10.1 was relied upon particularly by the owner, since it recited that it was the intention of the parties that the Agreement should bind their successors in title.

A supplemental agreement dated 2 November 2000 between the original parties to the Agreement increased the Tariff to £5,000 from 2 November 2000.