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Contract | NOM clause
Supreme Court
16 May 2018
Lady Hale (President), Lord Wilson, Lord Sumption, Lord Lloyd-Jones, Lord Briggs
[2018] UKSC 24
[2018] PLSCS 91
Contract - Variation - NOM clause - Respondent occupying office premises under licence from appellant - Parties entering into new licence agreement for larger premises at increased licence fee - Appellant terminating agreement for arrears and claiming unpaid licence fee and charges - Respondent relying on alleged oral agreement to vary payments - Whether reliance on such agreement precluded by clause that all variations to be in writing (NOM clause) - Appeal allowed
The respondent occupied office premises under a licence agreement with the appellant, a company that operated managed office space in London. In August 2011, the respondent entered into a new licence agreement with the appellant for the occupation of larger premises, for a term of 12 months from November 2011, at an increased licence fee. That agreement provided in clause 7.6: "This licence sets out all of the terms as agreed... No other representations or terms shall apply or form part of this licence. All variations to this licence must be agreed, set out in writing and signed on behalf of both parties before they take effect". By early 2012, the respondent was more than £12,000 in arrears. The appellant exercised its right under the licence agreement to lock the respondent out of the premises and gave notice to terminate the agreement.
The appellant brought a claim against the respondent for arrears and damages. The respondent counterclaimed for wrongful exclusion from the premises. It relied on an oral agreement to reschedule...