Transnet Ltd leased commercial land in Culemborg, Cape Town, under a 30-year notarial land lease. The lessee’s rights were assigned over time, ultimately to Capital Propfund 4 (Pty) Ltd (the respondent). In 2008 the respondent concluded a leases assignment agreement with Harbour Arch Investment Holdings (Pty) Ltd (the appellant), assigning the land lease and existing tenant leases as a going concern. Clause 18.3 of that agreement obliged the appellant, as sub-lessee, to pay the respondent a development fee if additional floor space was constructed on the property. In April 2018, before any development occurred, ownership of the property was transferred from Transnet to the appellant, resulting in a merger (confusio) of lease and ownership. When the appellant later planned further development, it refused to pay the clause 18.3 amount or provide development details, contending that the obligation had terminated upon ownership. The respondent sought declaratory relief and enforcement of the payment obligation in the High Court, which ruled in its favour, prompting the appeal.