Tyco Fire & Integrated Solutions (UK) Limited v
Regent Quay Development Company Limited  CSOH 97
In the recent Scottish case of Tyco Fire & Integrated
Solutions (UK) Limited v Regent Quay Development Company Limited
 CSOH 97, the Court of Session held that a break notice was
valid since no reasonable recipient would have been perplexed by
the errors it contained.
Regent Quay Development Company Limited granted a lease of Units
3 & 4, The Glover Pavilion, Aberdeen to Tyco Fire &
Integrated Solutions (UK) Limited in 2004 for a term of 10
In 2011, the parties varied the lease to:
Include Unit 1 as well as Units 3 and
Extend the term of the lease to 30
August 2021; and
Give Tyco a right to break the lease
on 31 August 2016 on giving Regent not less than six months prior
On 11 January 2016, Tyco served a notice on Regent in order to
exercise its break right. However, Regent claimed that the notice
contained two errors:
The header of the letter referred
only to Units 3 & 4 not Unit 1 and defined these units as
The first paragraph of the letter
defined "the Lease" with reference only to the original
lease and not the variation.
Regent claimed that the combined effect of these errors was that
Tyco had purported to exercise a break right in respect of part of
the premises and, as Tyco was not entitled to do this, the notice
Tyco sought a declarator that the break notice was valid and
that the lease would accordingly terminate on 31 August 2016.
Validity of the Break Notice
The Court held that the definition of "the Lease"
given in the break notice was not an error at all since the lease
remained "the Lease" even though its terms were varied by
the parties in 2011 by the Minute of Variation. The decision was
reached on the basis that it was clear from the notice, read as a
whole, that the sender was fully aware of the variation which was
There were two possible ways in which a recipient could
interpret the header:
That it contained a clerical error
and should have referred to Unit 1 as well; or
That it re-defined "the
Premises" to the meaning of the original lease for the
purposes of the notice.
Lord Tyre in his judgment was satisfied that no reasonable
recipient of the notice would be perplexed by this error and would
be in no doubt that the former interpretation was the correct
The notice was therefore held to be valid, despite the
"theoretical ambiguities" suggested by "the
ingenuity of lawyers".
Although this decision was in favour of the tenant and whoever
was responsible for the poorly drafted notice, it should be
received with caution. Had Tyco's notice not shown so clearly a
full awareness of the existence of the variation, the decision may
well have been different.
This should serve as a reminder that careful consideration of
all relevant documentation is required when preparing a break
notice. A quick letter based solely on the original lease may not
be sufficient as the consequences of overlooking variations to the
lease could be severe.
That said, the mere fact that a notice contains an error does
not mean that it is necessarily invalid; it all depends on whether
the "reasonable recipient" would be perplexed by it or
Attributed to Charlie Temperley, Paralegal
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