The message: When interpreting a legal document, consider its background, as well as the dictionary definitions of the document’s language
The case: Heronslea (Mill Hill) v Kwik-Fit Properties (20.02.09) considered the extent of a landlord’s right to enter its tenant’s premises to carry out a survey. The case required an investigation of the interpretation of legal documents.
Heronslea was the landlord of commercial premises in Hendon, north London, at which Kwik-Fit was the tenant. The premises had formerly been a petrol station. The lease allowed the landlord to enter to take surveys and drawings.
In May 2008 Heronslea told Kwik-Fit it wished to carry out an environmental investigation of the premises, which involved the drilling of 14 boreholes. Kwik-Fit refused consent, which prompted Heronslea to issue court proceedings. It sought to resolve whether it could enter the premises for those purposes and requested an order that would allow this.
In Heronslea’s evidence, reference was made to the possibility that there had been leaks into the soil over the years and there was significant potential for contamination of the soil and ground water as a result of the existing and historic use of the site.
Heronslea said the survey would take two days to complete and the boreholes could be made in an area convenient to Kwik-Fit. The crux of the issue was the meaning of the word ‘survey’ in the lease – did it allow for Heronslea’s proposed investigations?
The High Court had to consider the well-established principles of interpretation of contracts and other documents, set down in case law. Interpretation is ascertaining the meaning that the document would convey to a reasonable person who had all the background knowledge that would have been reasonably available to the parties at the time the contract was entered into.
The meaning a document would convey is not necessarily the same as the dictionary definition of its words. Instead, it is what the parties, using the words in the given context, would reasonably have understood it to be.
The court is entitled to have regard to dictionary definitions, but the words must be interpreted in the way a reasonable person would construe them – that is, avoiding technical interpretations, undue emphasis on niceties of language or literalism.
Words must be interpreted the way a reasonable person would construe them
Heronslea argued that ‘survey’ had more than one meaning. As well as for valuation purposes, a survey could also be environmental or geophysical. The court, however, noted that the Oxford English Dictionary contained no definition of ‘survey’ that stretched this far.
This, coupled with the broader context of the other provisions of the lease, supported Kwik-Fit’s case that the parties, when the lease was entered into, did not intend to allow the landlord to enter the premises for the purpose of the activity Heronslea wished to carry out.
The court said allowing such a potentially intrusive survey would significantly undermine the landlord’s covenant ‘for quiet enjoyment’.
It said that, had the parties considered at the start of the lease such inroads into the tenant’s right to use its premises free from interference, they would have been more clearly stated.
The court, therefore, concluded Heronslea did not have the right to enter and drill boreholes.
Summing up: Heronslea v Kwik-Fit
- Heronslea wanted to enter Kwik-Fit’s premises to carry out an environmental survey. This would have involved drilling 14 boreholes.
- Kwik-Fit refused consent and Heronslea started court proceedings. Heronslea claimed the word ‘survey’ in the lease meant it had the right to carry out an environmental survey.
- The High Court disagreed. It said the lease did not include an environmental survey so Heronslea did not have the right to enter the premises and drill the boreholes.
Warren Gordon is head of real estate know-how at Olswang