Bella Italia Restaurants entered into an agreement for lease for
a retail property to be constructed in Colchester. During
construction and before the lease was completed the reversionary
interest was transferred from the original contracting parties to
Ropemaker Properties limited. Bella purported to rescind the
agreement on the grounds that it was entitled to refuse to accept a
lease, since Ropemaker was not the original contracting party under
the agreement.
The court looked at the detailed drafting of the agreement. Some
of the contractual provisions were expressed as being personal to
the original parties but the obligation to grant the lease was not.
Conversely nowhere in the agreement did it say that references to
the "landlord" should include successors in title. The
court however, concluded that it could not have been the intention
that all the obligations in the lease were intended to be personal
otherwise there would have been no need for specific
