UK Leasing Brighton Ltd & Ors v Topland Neptune Ltd & Anor

UK Leasing Brighton Ltd & Ors v Topland Neptune Ltd & Anor

A direct re-assignment from T2 to T1 with a fresh guarantee by G is valid under the 1995 Act, as the statutory releases operate but do not prevent G from entering into a new guarantee upon T1's re-assignment. Such a transaction does not frustrate the operation of the Act, and declaratory relief is granted to permit this structure.

Parties
Claimant (second Action): UK Leasing Brighton Limited; Claimant (second Action): Splendid Property Company Limited; Claimant (second Action): Hilton Worldwide Inc; Defendant (second Action): Topland Neptune Limited; Defendant (second Action): Lynn Karen Bush; Claimants (first Action): Zinc Cobham 1 Limited and 21 Others; Defendants (first Action): Adda Hotels and 11 Others
Jurisdiction
England and Wales
Judgment Date
16 January 2015
Procedural Posture
Civil (landlord and Tenant) / Judgment on Declaratory Relief Regarding Lease Assignment and Guarantee Under the Landlord and Tenant (covenants) Act 1995
Outcome
Declaratory relief granted
Legal Topics
Assignment of Lease, Guarantees, Landlord and Tenant (covenants) Act 1995, Authorised Guarantee Agreements (aga), Release of Liability, Section 24 and Section 25 of the 1995 Act
Landlord and Tenant Law Property Law Assignment of Lease Guarantees Landlord and Tenant (covenants) Act 1995 Authorised Guarantee Agreements (aga) Release of Liability Section 24 and Section 25 of the 1995 Act

Case Brief

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Parties

UK Leasing Brighton Limited

Claimant (second Action)

Splendid Property Company Limited

Claimant (second Action)

Hilton Worldwide Inc

Claimant (second Action)

Topland Neptune Limited

Defendant (second Action)

Lynn Karen Bush

Defendant (second Action)

Zinc Cobham 1 Limited and 21 Others

Claimants (first Action)

Adda Hotels and 11 Others

Defendants (first Action)

Procedural Posture

Civil (landlord and Tenant) / Judgment on Declaratory Relief Regarding Lease Assignment and Guarantee Under the Landlord and Tenant (covenants) Act 1995

Legal Issues

  1. 1 Whether a direct re-assignment of a lease from T2 to T1 with a fresh guarantee by G is valid under the 1995 Act
  2. 2 Whether an agreement to effect a series of assignments (via Newco) with a fresh guarantee by G is valid under the 1995 Act
  3. 3 Whether such agreements or guarantees are void as frustrating the operation of the 1995 Act, particularly section 24(2) and section 25

Ratio Decidendi

A direct re-assignment from T2 to T1 with a fresh guarantee by G is valid under the 1995 Act, as the statutory releases operate but do not prevent G from entering into a new guarantee upon T1's re-assignment. Such a transaction does not frustrate the operation of the Act, and declaratory relief is granted to permit this structure.

Court Disposition

Declaratory relief granted

Orders

  • It is declared that a direct re-assignment by T2 to T1 with a fresh guarantee by G is valid under the Landlord and Tenant (Covenants) Act 1995.