Where a commercial lease contains a multi-step rent review process requiring mutual agreement to appoint an independent valuer, a term will be implied that the parties may not unreasonably refuse to agree to the appointment, where refusal would permit one party unilaterally to defeat the rent review process. The contractual machinery for rent determination in clauses providing for cascading dispute resolution steps is essential and indispensable, not subsidiary, meaning a court cannot substitute its own machinery if the process fails. The implied duty to cooperate operates alongside, but cannot override, express contractual provisions; however, it reinforces implied terms necessary for business efficacy.
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