Antigua Hangars Inc. v SFS Antigua Operations Ltd
| Jurisdiction | Antigua and Barbuda |
| Judge | Drysdale J |
| Judgment Date | 29 June 2023 |
| Judgment citation (vLex) | [2023] ECSC J0504-2 |
| Docket Number | Claim No. ANUHCV2018/0146 |
| Court | High Court (Antigua) |
Claim No. ANUHCV2018/0146
THE EASTERN CARIBBEAN SUPREME COURT
IN THE HIGH COURT OF JUSTICE
Ms. Sherrie-Ann S. Bradshaw for the claimant
Ms. C. Kamilah Roberts for the defendant
This matter concerns a Claim Form and a Counterclaim, both of which assert breaches of a Lease Agreement made between the parties on 14 th August 2014.
Particularly, Antigua Hangars Inc “the claimant”, filed a Claim Form and Statement of Claim on 3 rd March 2018 with its amendments on 9 th November 2018 against the defendant for the possession of two (2) Hangars and associated spaces, and damages for breaches of covenants. The claim is predicated on an alleged breach of the Lease Agreement between the parties by the defendant and its termination at the option of the claimant. The claimant claims, inter alia:
-
(1) Possession of 14,800 square feet of Hangar and associated space in two hangars on lands situate at V.C. Bird International Airport, St. George's in Antigua and Barbuda and registered and recorded in the Land Registry as Registration Section: Barnes Hill & Coolidge; Block 41-2294A Parcel: 118 registered in the name of the claimant and contiguous with Runway 10, of which hangar 1 consists of approximately 6,800 square feet of hangar and office space and hangar 2 consists of approximately 8,000 square feet of hangar, office and shop space.
-
(2) An order that the defendant's lease dated 14 th August 2014 has been terminated at the option of the claimant as a result of default by the defendant.
-
(3) Damages for breach of covenants contained in the lease agreement made on 14 th August 2014 between the claimant and the defendant.
The claimant asserts that the defendant sublet the premises without prior written consent in breach of its agreement and has failed to carry out necessary repairs contrary to the tenant's covenant to repair under the lease which had caused the claimant to incur a loss. Owing to the said breaches, the claimant sought to terminate the lease agreement between the parties.
On 25 th May 2018, the defendant filed a Defence and Counterclaim with subsequent amendments the last being filed on 6 th January 2019, wherein the defendant denies the claim against it and alleges a breach of contract on the part of the claimant respectively. Essentially, the defendant avers that the claimant has breached the Lease Agreement by unreasonably withholding its consent to sublet to third parties; has thwarted its attempts to repair the premises by withholding its approval contrary to an established protocol between the parties; and has interfered with tenants' right to quiet enjoyment. On this premise, the defendant seeks several remedies in the counterclaim to include declarations, injunctions, damages, interest and further or other reliefs which may be summarized as follows:
-
(1) Declarations that the claimant has unreasonably withheld its consent to the subletting of hangar space to Samaritan's Purse; James Fuller; and third parties.
-
(2) Declarations that the defendant is free lawfully to sublet a portion of the premises to Samaritan's Purse; James Fuller; and third parties without the consent of the claimant.
-
(3) Injunctions to restrain the claimant whether personally or by any agent, employee or other person whomsoever from committing any further breach of Clause 11 of the lease agreement by unreasonably withholding consent to the subletting of premises to third parties, and any breach of the covenant for quiet enjoyment.
-
(4) Damages for breach of contract; and for unlawful interference with the defendant's business.
-
(5) In the alternative, relief against forfeiture of the lease on such terms as the court thinks fit, or compensation for improvements to the property.
The claimant is a company duly incorporated under the laws of Antigua and Barbuda and is the owner of two (2) hangars and associated spaces at the V.C. Bird International Airport. The hangars and associated space comprise 14800 square feet and registered and recorded in the Land Registry as Registration Section: Barnes Hill & Coolidge, Block: 41-2294A, Parcel:118 registered in the name of the claimant and contiguous with Runway 10 of which hangar 1 consists of approximately 6,800 square feet of hangar and office space and hangar 2 consists of approximately 8,000 square feet of hangar office and shop space.
The defendant is a company duly incorporated under the laws of Antigua and Barbuda which is a subsidiary of Signature Flight Support Corporation and carries on business as a flight based operation in Antigua for general and private aviation services.
The parties entered into a Lease Agreement dated 14 th August 2014 for a term of ten (10) years at the rent of $1,000.00 payable on the first day of each month including fees and taxes imposed on the rental property and rent thereafter adjusted upon the first anniversary to $2,500.00 per month and on the second anniversary and every anniversary thereafter by an annual increase of three per cent (3%). As is customary, the lease agreement contains covenants for both the lessor and lessee to observe. The relevant covenants which forms the bases of the dispute between the parties is as follows:
Clause 3.1 Permitted Use. The premises shall be used as a hangar and for aviation-related purposes, including but not limited to those uses related to the fixed base operation of the Tenant at the airport.
Clause 4 Repairs and maintenance.
4.1 Original Condition. Tenant accepts the Premises “as is” at the inception of this Lease.
4.2 Landlord's Obligation. Landlord shall be under no obligation to make or perform any repairs, maintenance, replacements, alterations, or improvements on the Premises during the term of this Lease including any exercise of the option to renew.
4.3 Tenant's obligation. Tenant, at its expense, shall promptly make any and all maintenance and repairs to the Premises in order to maintain the Premises in the condition existing as to the Effective Date, reasonable wear and tear excepted. Tenant shall insure the Premises in accordance with section 6.
Clause 4.4. Landlord's obligation. Following prior written notice, Landlord shall have the right to inspect the premises at any time during normal working hours to determine compliance with this section 4 or any other terms of this Lease, provided that such inspection shall not unreasonably interfere with the Tenant's business. Landlord shall also be provided with the ability to gain access in the event of an emergency.
Clause 5.1 Alteration Approval. Tenant shall make no improvements or alterations on the Premises without first obtaining Landlord's written consent which consent will be given at Landlord's reasonable discretion; provided that Tenant shall be free to make non-structural alterations to the interior of the Premises without such prior approval of Landlord. All alterations and improvements shall be made in a good and workmanlike manner and in compliance with applicable laws and building codes.
Clause 11. Assignment and Subletting. No part of the Premises may be assigned, mortgaged, or subleased, or any right of any portion of the property be conferred on any third party by any other means, without the prior written consent of the Landlord in the Landlord's reasonable discretion.
Clause 12.2 Default in Other Covenants. Failure of the tenant to comply with any term or condition or fulfil any obligation of the Lease (other than the payment of rent or other charges) within thirty (30) days after written notice by the Landlord specifying the nature of the default with reasonable particularity. If the default is of such a nature that it cannot be completely remedied within the thirty (30) day period, this provision shall be complied with if the tenant begins correction of the default within the thirty (30) day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as possible.
Clause 13. 1 Termination. In the event of a default, the Lease may be terminated at the option of the Landlord by written notice to the Tenant. Whether or not the Lease is terminated by the election of the Landlord or otherwise, Landlord shall be entitled to recover damages from Tenant for the default, and Landlord may reenter, take possession of the Premises, and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages and without having accepted a surrender.
The claimant alleges that the defendant is in breach of several clauses of the lease agreement, allegations which are vehemently denied by the defendant. The defendant has counterclaimed for breach of covenant on the part of the claimant. The basis of contention between the parties is found in the evidence before the court.
The parties filed seven (7) witnesses statements/summaries in the persons of Ms. Makeda Mikael, Mr. Cedric Henry and B.T. Lewis for the claimant and Ms. Bridget Cox, Mr. Cameron Singh, Ms. Natasha Burton, and Mr. James Fuller for and on behalf of the defendant. At the date of trial however only six witnesses were examined as B.T. Lewis had died.
In summary, Ms Makeda Mikael testified that she is the Managing Director of the claimant. The witness stated that at the date of the Lease Agreement in 2014, the defendant inspected all buildings by their team of property experts and found “no inherent defects in the construction of the office”, nor did the team mention any concerns. Accordingly, the defendant took the premises “as is”. Per the Lease Agreement, the defendant through its agent is obligated to make prompt repairs and maintain the premises in the condition existing as to the effective date at its...
To continue reading
Request your trial