Irish Competition Authority Decisions

1. Notification was made by The Governor and Company of the Bank of Ireland (Bank of Ireland) on 30 September, 1992 with a request for a certificate under Section 4(4) of the Competition Act, 1991 or, in the event of a refusal by the Competition Authority to issue a certificate, a licence under Section 4(2) in respect of a lease between Salix Trust Ltd and the Bank of Ireland .

2. The notification concerns the lease relating to units 57, 58 and 59 in the Stillorgan Shopping Centre, Stillorgan, Co Dublin between Salix Trust Limited as Landlord and Bank of Ireland as tenant.

3. The Bank of Ireland is the second largest commercial bank in the State with a network of 290 branches including the branch located in the Stillorgan Shopping Centre. Salix Trust Limited as successor in title is the owner and landlord of the Stillorgan Shopping Centre.

4. The notified lease was made on 23 May, 1967 for a term of 42 years from 1 December, 1966. The restricted user clauses in the lease are as follows:

(a) Under clause 10 of Section III the tenant covenants with the landlord "To use the demised premises for the purposes of a Bank and not without the Landlord's consent in writing, which shall not be unreasonably withheld, to use or permit or suffer the same or any part thereof to be used for any other purpose."

(b) Under clause 12 of Section III the tenant covenants with the landlord "Not to assign sub-let, part with or share possession of the demised premises or any part thereof without the consent in writing of the Landlord such consent not to be unreasonably withheld......"

(c) Under clause 14 of the Third Schedule the tenant covenants with the landlord "Not to use, permit or suffer the demised premises to be used in any way whatsoever for the sale or supplying of beer, wine, spirituous liquors or other intoxicating liquor whether the same are sold or supplied for consumption on or off the demised premises."

(d) Under clause 3 of the Fourth Schedule the landlord covenants with the tenant "The Landlord shall not let any Units in the Stillorgan Shopping Centre to any other joint Stock Bank operating in Ireland but nothing herein contained shall preclude the Landlord letting any Unit or Units to Building Societies, Savings Banks, Hire Purchase Companies and Merchant Bankers."

In addition, there are a number of other standard restrictive covenants and obligations in the lease.

5. By way of endorsement to the original lease additional adjoining premises were leased to the Bank of Ireland in 1988 subject to the several covenants provisos and conditions in the original lease being applied to the additional premises.

6. The Authority considers that the Bank of Ireland and Salix Trust Limited are undertakings and that the notified lease is an agreement between undertakings. The agreement has effect within the State.

7. The Authority considers that the notified agreement, and its restricted and exclusive user clauses and the other standard restrictive clauses and obligations, does not have the object or effect of preventing, restricting or distorting competition in trade in any goods or services in the State or in any part of the State, for the reasons given in the Notice of the Authority of 2 September, 1993 in respect of shopping centre leases (Iris Oifigiuil of 10 September, 1993, pp. 665-667). The Authority therefore considers that the notified agreement between Salix Trust Limited and the Bank of Ireland does not offend against section 4(1) of the Competition Act, l99l.

8. The Competition Authority has issued the following certificate:

The Competition Authority certifies that in its opinion, on the basis of the facts in its possession, the agreement between Salix Trust Limited and The Governor and Company of the Bank of Ireland in relation to the lease of the premises at Stillorgan Shopping Centre, notified under Section 7 on 30 September, 1992 (notification no. CA/333/92E), does not offend against Section 4(1) of the Competition Act, l99l.

For the Competition Authority

Des Wall

Member

3 December 1993