BL Goodman (General Partner) Limited v Morris Homes (Midlands) Limited
[2024] EWHC 1129 (Ch)
Mogens Alex Bastholm & Ors v Peveril Securities (Dalton Park Retail) Limited & Ors
3 March 2023
[2023] EWHC 438 (Ch)
High Court
A bunch of people had a deal about money if a building was built within 15 years. They tried to get an expert to decide, but one key person didn't agree, so the attempt was no good. The building got built too late, and even earlier work didn't count because it wasn't worth enough. The judge told everyone what their rights were.
Key Facts
- •The case concerns a payment deed (Payment Deed) dated May 9, 2000, providing for overage payments on development of Phase 2 Land within 15 years.
- •An attempt to submit a valuation question to expert determination was made in May 2014.
- •The main question is whether the 2014 attempt at expert determination was valid.
- •Multiple claimants, including a trustee in bankruptcy, are involved.
- •The first defendant, Peveril Securities (Dalton Park Retail) Limited, was represented; the second and third defendants did not appear.
- •Development of Phase 1 Land occurred primarily between 2002-2003, while Phase 2 development was delayed.
- •A key dispute centers on the meaning of "Development" in the Payment Deed and whether planning permission alone constitutes development.
- •The Payment Deed includes a "collar" provision, stipulating that overage is only payable if the total exceeds £2,000,000.
Legal Principles
Contract interpretation focuses on the intention of the parties as understood by a reasonable person with available background knowledge.
Network Rail Infrastructure Ltd v ABC Electrification Ltd [2020] EWCA Civ 1645
Terms implied in fact require the term to be reasonable and equitable, necessary for business efficacy, obvious, clearly expressed, and not contradicting express terms.
Marks & Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd [2015] UKSC 72
The Limitation Act 1980 applies to court proceedings, not necessarily to requests for expert determination; reasonableness of delay in making the request is key.
Braceforce Warehousing Limited v Mediterranean Shipping Company (UK) Limited [2009] EWHC 3839 (QB)
Outcomes
The 2014 application for expert determination was invalid.
Not all parties defined as "the Seller" in the Payment Deed joined the application; the trustee in bankruptcy did not consent. The application was not made on his behalf.
The main Phase 2 development commenced outside the 15-year period stipulated in the Payment Deed.
Documentary evidence supports this finding; no development triggered payment within the time limit.
The earlier car park development in 2002 did not trigger payment.
The value of the affected land was insufficient to meet the £2,000,000 threshold in the Payment Deed's "collar" clause.
Declaratory relief granted.
Appropriate to clarify parties' rights.
The court had jurisdiction to rule on all matters, despite the invalid expert determination reference.
The parties had agreed to various issues being put before the court; the court also had jurisdiction to determine jurisdictional matters relating to the expert reference.