UK Construction and Law
A tenant's break takes effect despite 45,000 pounds of unpaid rent because the landlord's agents invoiced only up to the break date
By Staff Writer | 26 October 2026
The High Court in Cardiff has held a landlord estopped from saying a break clause failed for unpaid annual rent, and found that an insurance rent demand hand delivered on the Friday before the break gave the tenant no reasonable time to pay.
HHJ Jarman KC, sitting as a judge of the High Court in the Business and Property Courts in Wales, dismissed the landlord's claim in Sterling House Ltd v International Baccalaureate Organisation (UK) Ltd [2026] EWHC 2680 (BP). Judgment was handed down on 20 October 2026 after a hearing on 12 October.
The tenant held a lease dated 23 February 2024 of Sterling House, Cardiff Gate Business Park, and served notice to end it on 23 February 2026. The lease required annual rent to be paid quarterly in advance on the usual quarter days and insurance rent on demand. If either was outstanding at the termination date, the break would have no effect. Neither party disputed those terms of the lease.
An invoice to the break date
On 6 February 2026 the tenant's facilities manager emailed the landlord's managing agents to say no invoices had arrived for the January to March quarter and that they had to be paid before the building was handed back. After a chaser, the agents sent their standard covering email with an invoice for rent from 22 December 2025 to 23 February 2026, rather than for the full quarter. The tenant paid it on 13 February. That left about 45,000 pounds of the quarter's rent unpaid.
On the afternoon of Friday 20 February the landlord hand delivered a demand for about 2,300 pounds of insurance rent to the tenant's registered office in central Cardiff, while the facilities manager was at the premises supervising dilapidations work. An emailed demand to the tenant's Singapore office that day was accepted not to be valid. The facilities manager saw the demand on 24 February and asked the Singapore office to pay it, and it was paid by faster payment the next morning, after the break date.
Estoppel and a reasonable time to pay
The judge accepted the facilities manager's unchallenged evidence that he relied on the invoiced figure as what was needed to make the break effective, and held that reliance reasonable. The covering email's reference to the lease went to the time for payment, not the amount.
Even if that is taken as a reminder of the terms in relation to what needed to be paid under the lease to render the break clause effective, the accompanying invoice was in my judgment a clear representation as to what the Claimant wanted paid before handover.
HHJ Jarman KC, sitting as a judge of the High Court
The demand for insurance rent on the Friday afternoon did not give the tenant a reasonable time to pay by midnight on the Monday. In the alternative, the judge held that the tenant was entitled to a reasonable opportunity to put the mechanics of payment in place, and that its steps were reasonable. He rejected the tenant's further argument that an existing credit on the landlord's general account had discharged the insurance rent.
On these facts the landlord was estopped from relying on the annual rent shortfall that followed its own agents' invoice.
For landlords facing a conditional break, the amount their agents invoice in the weeks before the break date can decide whether the break succeeds.