A term requiring charges to be 'reasonable' cannot be implied into a priority deed where the express terms define the priority entitlement by reference to amounts payable under a separate agreement, as such an implied term would contradict the express terms. Cases implying reasonableness where quantum is undefined are distinguishable from cases where quantum is defined by reference to another agreement. The question whether a reasonableness term could be implied into the underlying finance agreement, or whether a high interest rate constitutes a penalty under that agreement, was left open.
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