Lease assignment consent clauses: concluded contract, unreasonable withholding of consent, and specific performance upheld.

A lease-assignment correspondence sequence was held to create a concluded contract, because the parties exchanged offer, counter-offer, fresh offer, and unconditional acceptance; the agreement was not contingent on prior lessor consent. A covenant against assignment without consent was read subject to the qualification that consent should not be unreasonably withheld for a respectable or responsible assignee, and refusal on the facts was found unreasonable. Specific performance was therefore maintainable despite the absence of prior consent. The appellate court's receipt of additional evidence was also treated as proper because it was needed for just determination of the dispute.

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Issues: (i) whether the correspondence between the parties created a concluded contract for transfer of the lease or only a contingent agreement dependent on the lessor's consent; (ii) whether the lessor unreasonably withheld consent to the assignment so that the lessee could assign without such consent and specific performance could be decreed; and (iii) whether the appellate court was justified in receiving additional evidence.

Issue (i): whether the correspondence between the parties created a concluded contract for transfer of the lease or only a contingent agreement dependent on the lessor's consent.

Analysis: The correspondence was analysed as a sequence of offer, counter-offer, fresh offer, and acceptance. The lessee's letters did not make the contract itself conditional upon obtaining the lessor's consent; they only imposed upon the lessee the obligation to secure consent as a term of the agreement. The final exchange resulted in an unconditional acceptance and therefore a concluded contract.

Conclusion: The agreement was concluded and was not contingent on obtaining the lessor's consent.

Issue (ii): whether the lessor unreasonably withheld consent to the assignment so that the lessee could assign without such consent and specific performance could be decreed.

Analysis: The covenant against assignment without consent was treated as qualified by the proviso that consent should not be unreasonably withheld in the case of a respectable or responsible person. That qualification limited the lessee's covenant and relieved him of the burden where consent was unreasonably withheld. On the facts, the plaintiff was a respectable and responsible person, the prior forfeiture had been waived, and the lessor's refusal of consent was held to be unreasonable. The objection that the plaintiff could not raise this case was rejected, as the pleadings and evidence supported it and the lessor was not required to be a party for the purpose of deciding the dispute between the contracting parties.

Conclusion: The lessor unreasonably withheld consent and specific performance without prior consent was properly granted.

Issue (iii): whether the appellate court was justified in receiving additional evidence.

Analysis: The appellate court called for the lessor's evidence to clear up the matter and to enable a proper decision on the issue. This fell within the appellate power to admit additional evidence where required for the just determination of the appeal.

Conclusion: The reception of additional evidence was proper.

Final Conclusion: The decree for specific performance was upheld and the defendant's appeal failed.

Ratio Decidendi: Where a contract obliges a party to obtain consent for assignment, the obligation is not conditional unless the language clearly makes performance contingent on that consent, and a covenant requiring consent not to be unreasonably withheld permits enforcement despite refusal where the refusal is found unreasonable.

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