Where a commercial lease establishes a Review Board with equal party representation, voting procedures, and a provision that decisions are binding, the Board's function of 'reviewing' requests to amend financial terms includes the power to make binding decisions on those requests, not merely to consider them. A failure by chief executive officers to achieve a 'joint resolution' under an internal review mechanism is not a 'difference between the parties' engaging a general dispute resolution clause — it is a difference within the review procedure itself. An appellate court may permit a party to resile from a concession at trial on a pure question of construction where the conceded point is integral to the proper construction of the clause in dispute.
The full text is available to signed-in members, including the 11 later cases that cite this judgment.
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