The appellant tenant operated a duty-free store that suffered a material adverse effect due to COVID-19 border closures.
The tenant invoked a lease provision requiring the landlord to consult and discuss the impact of regulatory changes.
After negotiations failed, the tenant sought a judicially imposed rent abatement.
The motion judge dismissed the request, finding the provision was an agreement to agree, and the landlord had negotiated in good faith.
The Court of Appeal dismissed the appeal, affirming that pre-contractual subjective intentions were inadmissible, the court could not impose a rent adjustment without a contractual mechanism, and the landlord was entitled to pursue its economic self-interest during negotiations.
