Zaman v Saleem

In construing a contractual provision, unqualified words such as “for any reason” must be given their natural meaning. A provision stating that a landlord does not require a guarantor to accept a new lease can include circumstances in which the landlord chooses not to implement the relevant provision and circumstances in which the landlord is unable to do so. The court must not rewrite the parties’ document by inserting a qualification that the landlord must have been able to require the new lease but chose not to do so.

The appellant renewed an application for permission to appeal against an order made by His Honour Judge Davey QC in the County Court sitting at Bradford on 10 November 2014. The dispute concerned the interpretation of a lease guarantee following disclaimer of the lease. The central question was whether the provision requiring payment where, “for any reason”, the landlord did not require the surety to accept a new lease applied only where the landlord had the ability to require that lease.

Application dismissed. Lady Justice Arden held that the proposed point on the interpretation of the contractual provision was not arguable.

1. The relevant provision required the surety to pay the difference between money received for use or occupation of the premises and the rent which would have been payable, following disclaimer, where “for any reason” the landlord did not require the surety to accept a new lease under the new-lease provision.
2. The words “for any reason” were wholly unqualified and had to be given their natural meaning. The wording therefore covered both a decision by the landlord not to implement the new-lease provision and a situation in which the landlord was unable to do so.
3. The proposed interpretation would add a qualification that the landlord had to be able to require the surety to accept a new lease but had chosen not to do so. That would amount to rewriting the parties’ document, contrary to the court’s role in contractual interpretation.
4. Although the new-lease provision did not apply in the circumstances of the case, that did not prevent the alternative payment provision from operating.

The renewed application for permission to appeal was dismissed.

1. Court of Appeal (Civil Division): On 19 May 2015, Lady Justice Arden dismissed the renewed application for permission to appeal.
2. County Court sitting at Bradford: His Honour Judge Davey QC made the order under challenge on 10 November 2014.