Central London Property Trust Ltd. v High Trees House Ltd. [1947] KB 130
In September 1937, the plaintiffs let a block of flats in London to the defendants for a term of
99 years at a rent of £2,500 a year. In 1940, owing to the wartime conditions and bombing raids over
London, only a few of the flats were actually let to tenants, and it became apparent that the defendants would not be able to pay the rent under the main lease.
Following discussions, the plaintiffs agreed to reduce the rent from £2,500 to £1,250, and thereafter the defendants paid the reduced rent. By the beginning of 1945, all of the flats were let, but the defendants continued to pay the reduced rent.
In September 1945, the plaintiffs wrote to the defendants claiming rent at the rate of £2,500 a year and brought an action claiming the full rent for the last two quarters of 1945.
Held: Since the plaintiffs knew that their promise would be acted upon and it had been acted
upon, it was enforceable despite the absence of consideration while the conditions giving rise to it continued to exist—but since they had ceased to do so in 1945, the plaintiffs were entitled to claim the full rent from that time.
Per Lord Denning LJ:
I am satisfied that a promise such as that to which I have referred is binding and the only question
remaining for my consideration is the scope of the promise in the present case. I am satisfied on all the evidence that the promise here was that the ground rent should be reduced to 1,250/. a year as a temporary expedient while the block of flats was not fully, or substantially fully let, owing to the conditions prevailing. That means that the reduction in the rent applied throughout the years down to the end of 1944, but early in 1945 it is plain that the flats were fully let.
I find that the conditions prevailing at the time when the reduction in rent was made, had completely passed away by the early months of 1945. I am satisfied that the promise was understood by all parties only to apply under the conditions prevailing at the time when it was made, namely, when the flats were only partially let, and that it did not extend any further than that. When the flats became fully let, early in 1945, the reduction ceased to apply.
If the case had been one of estoppel, it might be said that in any event the estoppel would cease when
the conditions to which the representation applied came to an end, or it also might be said that it would only come to an end on notice. In either case it is only a way of ascertaining what is the scope of the representation. I prefer to apply the principle that a promise intended to be binding, intended to be acted on and in fact acted on, is binding so far as its terms properly apply. Here it was binding as covering the period down to the early part of 1945, and as from that time full rent is payable.
I therefore give judgment for the plaintiff company for the amount claimed.
