## Facts

- The dispute arose from an agreement between Clore and Theatrical Properties Ltd regarding the use of a theatre.
- Clore granted Theatrical Properties Ltd rights to use the theatre for a specified period.
- The agreement was labelled a licence, but Clore contended it was in substance a lease, conferring a proprietary interest.
- Theatrical Properties Ltd argued the arrangement was merely a revocable licence and not a lease.
- The court examined factors including the duration of the arrangement, the degree of control Clore retained, and the rights conferred, focusing on whether exclusive possession of the theatre was granted.

## Issues

1. Whether the agreement between Clore and Theatrical Properties Ltd created a lease (proprietary interest) or a licence (personal right).
2. Whether the substance or the label of the agreement should determine its legal character.
3. Whether exclusive possession had been given, indicating a lease rather than a licence.

## Decision

- The Court of Appeal held the arrangement constituted a licence, not a lease.
- Clore retained significant control over the theatre, including entry and alterations.
- Theatrical Properties Ltd did not have exclusive possession, which is fundamental to a lease.
- The legal character of the agreement was determined by its substance and the parties’ intentions, not by the label used.

## Legal Principles

- The distinction between a lease and a licence depends on the substance of the arrangement and the intentions of the parties, not the terms used.
- A lease confers a proprietary interest and exclusive possession, whereas a licence is a personal, revocable right without exclusive possession.
- Courts examine practical realities, including control retained by the licensor, duration, and possession, rather than simply relying on the labels chosen by the parties.
- The decision prevents parties from evading legal lease obligations by labeling an arrangement as a licence.

## Conclusion

The Court of Appeal confirmed that the agreement between Clore and Theatrical Properties Ltd was a licence rather than a lease, emphasizing that legal character is determined by substance and factual circumstances, not by how parties describe their arrangement. The decision remains significant in clarifying the rights conferred by licences versus leases in property law.

Clore v Theatrical Properties Ltd [1936] 3 All ER 483