Pls ELI5. The Landlord (Hughes) unmistakably owns the property leased to the lessee (Metropolitan Railway Co). Thus why did a Landlord buy the lessee's leasehold interest in the landlord's own property? Why wouldn't the Landlord just authorise the lessee to breach and end the lease with no penalty, and return the property to the Landlord?
However, in Hughes v Metropolitan Railway Company (1877), the House of Lords gave effect to conduct which amounted to a promise as to future conduct. The landowner Hughes served notice on the Railway Company to perform repairs on the property it leased from him within six months, on pain of forfeiture of the lease. The Railway Company said that it would carry out the repairs but, before it did this, it wished to hear from Hughes on its proposal for Hughes to buy the Railway Company’s leasehold interest in the property. The parties entered into negotiations but they did not arrive at an agreement and Hughes sought to eject the Railway Company from the property six months after it had served the notice of repair (the Railway Company performed the repairs two months later).
Paul Davies. JC Smith's The Law of Contract (2018 2 ed). p. 92.
But does Hughes v Metropolitan Railway Co really support the principle enunciated in High Trees? This was a case involving a waiver. A landlord gave his tenant six months’ notice to repair the premises, the lease being forfeitable if the tenant failed to comply. During the six months, the parties entered into negotiations for the sale of the lease to the landlord and, with the landlord’s concurrence, no repairs were done while the negotiations were in progress. The negotiations failed.
O'Sullivan & Hilliard's The Law of Contract (2018 8 ed). p. 114.
5.77 Denning J was here referring in particular to the case of Hughes v Metropolitan Railway (1877). There, a landlord served a notice on his tenants to carry out certain repairs to the leased property within six months. (The lease provided that the tenants were responsible for repairs to the property and that the landlord was entitled to terminate (‘forfeit’) the lease if the repairs were not performed in accordance with the notice.) The tenants replied saying that they would carry out the repairs, but wondered whether the landlord might be interested in buying out their leasehold interest and suggested that the repairs might be deferred pending any negotiations. The landlord entered into negotiations and, while these were going on, the tenants deferred the repairs. After negotiations broke down, the tenants began the repairs but they were not completed within the initial six-month period, whereupon the landlord attempted to forfeit the lease.