Alma Property Management Ltd v Crompton & Anor [2023] EWCA Civ 849 (19 July 2023)

Alma Property Management Ltd v Crompton & Anor [2023] EWCA Civ 849 (19 July 2023)

The receivers were acting within their powers in acquiring the Common Parts Lease as it was conducive to the sale of the building and preservation of its value. The acquisition fell within the powers conferred by the charge and the Insolvency Act 1986. As agents (and later trustees) for Alma, the receivers were entitled to indemnity, making specific performance inappropriate. Alma's requirement for authorised guarantee agreements as a condition for assignment was unreasonable in light of the indemnity position, entitling the receivers to assign the lease without Alma's consent.

Citation
[2023] EWCA Civ 849
Parties
Claimant / Appellant: Alma Property Management Ltd; Defendant / Respondent: Richard George Crompton; Defendant / Respondent: Jonathan Edward Cookson
Jurisdiction
England and Wales
Judgment Date
19 July 2023
Procedural Posture
Civil Appeal / Appeal From High Court Judgment ([2022] EWHC 2671 (ch))
Outcome
Appeal dismissed
Legal Topics
Receivership Powers, Specific Performance, Assignment of Lease, Landlord and Tenant Law, Trustee Duties, Indemnity of Receivers
Property Law Trusts and Equity Insolvency Law Receivership Powers Specific Performance Assignment of Lease Landlord and Tenant Law Trustee Duties +1 more

Case Brief

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Parties

Alma Property Management Ltd

Claimant / Appellant

Richard George Crompton

Defendant / Respondent

Jonathan Edward Cookson

Defendant / Respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment ([2022] EWHC 2671 (ch))

Legal Issues

  1. 1 Whether receivers acted within their powers in acquiring the Common Parts Lease
  2. 2 Whether specific performance should be ordered against receivers for repairing obligations
  3. 3 Whether Alma unreasonably withheld consent to assignment of lease

Ratio Decidendi

The receivers were acting within their powers in acquiring the Common Parts Lease as it was conducive to the sale of the building and preservation of its value. The acquisition fell within the powers conferred by the charge and the Insolvency Act 1986. As agents (and later trustees) for Alma, the receivers were entitled to indemnity, making specific performance inappropriate. Alma's requirement for authorised guarantee agreements as a condition for assignment was unreasonable in light of the indemnity position, entitling the receivers to assign the lease without Alma's consent.

Court Disposition

Appeal dismissed

Orders

  • Alma's claim for specific performance dismissed
  • Declaration granted that receivers entitled to assign Common Parts Lease to NTRML without Alma's consent