Euroresins UK Limited v TLC Investment Limited

Facts

By an underlease dated 9 December 2015 the defendant landlord let warehouse premises in Ellesmere Port to the claimant tenant for a term expiring on 19 May 2025. The tenant covenanted to keep the property in good repair and to return it in that condition, and could not assign the whole lease without the landlord's consent, which was not to be unreasonably withheld, though the landlord might refuse where there was an unremedied material breach. In 2022 and afterwards the claimant sought consent to an assignment without obtaining it, and in 2023 sued for damages, including exemplary damages, and declaratory or injunctive relief; the defendant answered that a material breach of the repairing covenant entitled it to refuse. The parties compromised on the terms of a Tomlin order dated 6 December 2023 annexing a Settlement Agreement dated 4 December 2023, providing for early surrender of the lease on 29 September 2024, delivery up in repair, and the appointment of an independent expert surveyor. Mr Woudman was appointed and produced determinations dated 11 March 2024 and 11 February 2025. The defendant refused to accept the attempted surrender. A Consent Order dated 21 October 2025 lifted the stay to resolve the resulting New Dispute, and a further order dated 2 March 2026 directed the S38 Issue and the Adjudication Issue to be tried as preliminary issues.