576. Rock Advertising Limited v MWB Business Exchange Centres Limited [2018] UKSC 24

Binding effect of non-variation except in writing clause endorsed by the UKSC

The facts

Rock Advertising Ltd entered into a contractual licence with MWB to occupy office space at Marble Arch Tower in Bryanston Street, London W1, for a fixed term of 12 months.

The licence fee was £3,500 per month for the first three months and £4,333.34 per month for the rest of the term.

Clause 7.6 of the agreement provided:

“This Licence sets out all of the terms as agreed between MWB and Licensee. No other representations or terms shall apply or form part of this Licence. All variations to this Licence must be agreed, set out in writing and signed on behalf of both parties before they take effect.”

Rock Advertising accumulated arrears of licence fees amounting to more than £12,000.

The company’s sole director, proposed a revised schedule of payments to a credit controller employed by MWB.

Rock contended that MWB orally agreed to vary the licence agreement in accordance with the revised schedule.

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