S Franses Limited & Anor v Block 6 Ashley Gardens Roof Gardens Limited & Ors
[2023] EWHC 2880 (Ch)
FSV Freeholders Limited v SGL 1 Limited
14 November 2023
[2023] EWCA Civ 1318
Court of Appeal
A landlord sold a building with multiple flats. They gave separate offers to tenants for their individual flats. A tenant sued, saying the offers were bad because they didn't include the total price of the whole building. The court said the offers were fine because the law only requires the landlord to give the price and terms for *each* flat, not the whole building.
Key Facts
- •FSV Freehold Limited (Appellant) appealed a High Court decision concerning the validity of offer notices served under section 5 and 5A of the Landlord and Tenant Act 1987 (LTA 1987).
- •The notices related to the sale of a freehold property comprising Blocks A-E, with tenants having rights of first refusal.
- •The administrators of FSV Ltd served two sets of offer notices: one for Block A and another for Blocks B, C, and E.
- •The notices stated separate prices for each block (£350,000 for Block A and £1,050,000 for Blocks B, C, and E).
- •No tenants accepted the offers. FSV subsequently sold the entire property to SGL1 Limited (Respondent) for £1.6 million.
- •The Appellant argued the notices were invalid because they didn't state the total sale price (£1.6 million), the overall deposit (£80,000), or the condition precedent of obtaining a court order.
Legal Principles
Landlord and Tenant Act 1987 (LTA 1987), Part 1: Tenants' Rights of First Refusal.
LTA 1987
Section 5(3) LTA 1987 mandates severing transactions involving multiple buildings for the purpose of serving offer notices.
LTA 1987, Section 5(3)
Section 5A(2) LTA 1987 requires offer notices to contain particulars of the principal terms of the proposed disposal, including property details and contract terms.
LTA 1987, Section 5A(2)
Statutory interpretation requires considering the ordinary and natural meaning of words within their context, aiming to ascertain the objective legislative intent.
R (O) v Secretary of State for the Home Department [2022] UKSC 3
Outcomes
Appeal dismissed.
The Court held that the offer notices complied with the LTA 1987. Section 5(3)'s requirement to sever transactions involving multiple buildings means that the offer notices only need to state the terms relevant to the specific building, not the overall transaction terms. The total price and other overall conditions were not required to be included in the individual notices for each building.
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