S Franses Limited & Anor v Block 6 Ashley Gardens Roof Gardens Limited & Ors
[2023] EWHC 2880 (Ch)
Alma Property Management Ltd v Richard George Crompton & Anor
19 July 2023
[2023] EWCA Civ 849
Court of Appeal
A building owner sued the temporary managers (Receivers) to force them to do repairs. The court said the managers were doing what they should have, and the building owner's conditions were unfair, so the owner lost the case.
Key Facts
- •Alma Property Management Ltd (Alma) is the freeholder of North Tower, a high-rise building in Salford.
- •The building's leasehold interests are unusual, with responsibility for repairs falling on the lessee of the common parts.
- •The respondents (Receivers) held the common parts lease as receivers appointed by West Bromwich Commercial Ltd (West Bromwich), Alma's lender.
- •The receivership ended, but the Receivers retained the lease.
- •Alma sued for specific performance of the repairing obligations; the Receivers counterclaimed that Alma unreasonably refused consent to lease assignment.
- •The Vice-Chancellor dismissed Alma's claim and granted judgment for the Receivers on their counterclaim.
- •NTMC, the original lessee of the common parts, was struck off the register, leading to the Receivers acquiring the lease to maintain the building's value.
Legal Principles
Powers of receivers under the Insolvency Act 1986 and mortgage conditions.
Insolvency Act 1986, Schedule 1, paragraphs 17 and 23; West Bromwich Commercial Mortgage Conditions, clause 15(4)
Specific performance is a discretionary remedy; the court considers factors such as agency, indemnity, and availability of alternative remedies.
Court of Appeal case law (implied)
Reasonableness of conditions imposed by a landlord on consent to assignment.
Court of Appeal case law (implied)
Duties of trustees under the Trusts of Land and Appointment of Trustees Act 1996.
Trusts of Land and Appointment of Trustees Act 1996, s. 11(1)
Outcomes
Appeal dismissed.
The Receivers acted within their powers in acquiring the common parts lease, as it was conducive to the sale of the building (clause 15(4)(iv)(a) of the Conditions). The condition imposed by Alma on consenting to the assignment was unreasonable given the Receivers' entitlement to indemnity.
Similar Cases
Valbonne Estates Limited v United Homes Limited
[2024] EWHC 876 (Ch)
Matthew Blake Jacobs v Chalcot Crescent (Management) Company Limited
[2024] EWHC 259 (Ch)
Avon Grounds Rents Limited v Kirstie Ward
[2023] UKUT 88 (LC)
A1 Properties (Sunderland) Limited v Tudor Studios RTM Company Limited
[2023] UKUT 27 (LC)