Jesus Sanctuary Ministries Ltd v Ruby Properties Ltd [2025] EWHC 3043 (KB) (16 May 2025)

Jesus Sanctuary Ministries Ltd v Ruby Properties Ltd [2025] EWHC 3043 (KB) (16 May 2025)

The heads of terms (HOT22) were not legally binding as they were expressly marked 'subject to contract' and there was no evidence of intention to create legal relations outside a formal lease. The respondent's undertaking was time-limited, did not create enforceable rights for the appellant, and had expired before the relevant negotiations. Estoppel could not arise from a subject to contract agreement in these circumstances. The trial judge's findings and procedure were correct and there was no real prospect of success on appeal grounds one to nine.

Citation
[2025] EWHC 3043 (KB)
Parties
Appellant and Defendant: Jesus Sanctuary Ministries Limited; Respondent and Claimant: Ruby Properties Limited
Jurisdiction
England and Wales
Judgment Date
16 May 2025
Procedural Posture
Appeal (oral Renewal Application for Permission to Appeal) / Permission to Appeal Hearing Before High Court (king's Bench Division)
Outcome
Permission to appeal refused on grounds one to nine; decision on ground ten (costs) deferred pending further submissions; stay of execution of possession order lifted; stay of execution of costs order maintained pending resolution of ground ten.
Legal Topics
Possession Proceedings, Contract Formation, Subject to Contract, Estoppel, Costs Orders, Civil Restraint Orders, Stay of Execution
Property Law Civil Procedure Possession Proceedings Contract Formation Subject to Contract Estoppel Costs Orders Civil Restraint Orders +1 more

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Parties

Jesus Sanctuary Ministries Limited

Appellant and Defendant

Ruby Properties Limited

Respondent and Claimant

Procedural Posture

Appeal (oral Renewal Application for Permission to Appeal) / Permission to Appeal Hearing Before High Court (king's Bench Division)

Legal Issues

  1. 1 Whether the heads of terms (HOT22) were legally binding or subject to contract
  2. 2 Whether the respondent's undertaking created enforceable rights for the appellant
  3. 3 Whether estoppel could arise from a subject to contract agreement

Ratio Decidendi

The heads of terms (HOT22) were not legally binding as they were expressly marked 'subject to contract' and there was no evidence of intention to create legal relations outside a formal lease. The respondent's undertaking was time-limited, did not create enforceable rights for the appellant, and had expired before the relevant negotiations. Estoppel could not arise from a subject to contract agreement in these circumstances. The trial judge's findings and procedure were correct and there was no real prospect of success on appeal grounds one to nine.

Court Disposition

Permission to appeal refused on grounds one to nine; decision on ground ten (costs) deferred pending further submissions; stay of execution of possession order lifted; stay of execution of costs order maintained pending resolution of ground ten.

Orders

  • Permission to appeal refused on grounds one to nine.
  • Parties to prepare agreed transcript of relevant parts of hearing and judgment for ground ten within 28 days.