Morshead Mansions Ltd v Mactra Properties Ltd [2006] EWCA Civ 492 (03 April 2006)

Morshead Mansions Ltd v Mactra Properties Ltd [2006] EWCA Civ 492 (03 April 2006)

The consent order of 20 July 1999 settled only the landlord and tenant account between the parties and did not preclude Morshead Mansions Ltd from making a future call on Mactra Properties Ltd as shareholder under Article 16 for contributions to recovery funds, even if the sums correspond to those previously written off as service charges. The words of release in the consent order did not extend to future shareholder obligations, and the possibility of such claims was known to both parties at the time.

Citation
[2006] EWCA Civ 492
Parties
Claimant/applicant: Morshead Mansions Ltd; Defendant/respondent: Mactra Properties Ltd
Jurisdiction
England and Wales
Judgment Date
03 April 2006
Procedural Posture
Civil Appeal / Appeal From Central London County Court, Judgment of HHJ Collins CBE
Outcome
appeal dismissed
Legal Topics
Service Charges, Shareholder Contributions, Compromise Agreements, Construction of Consent Orders, Company Articles of Association
Property Law Company Law Landlord and Tenant Service Charges Shareholder Contributions Compromise Agreements Construction of Consent Orders Company Articles of Association

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Parties

Morshead Mansions Ltd

Claimant/applicant

Mactra Properties Ltd

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From Central London County Court, Judgment of HHJ Collins CBE

Legal Issues

  1. 1 Whether a consent order settling landlord and tenant claims precludes future shareholder contribution claims under Article 16 of the company's Articles of Association for the same underlying sums.
  2. 2 Whether the claimant company can recover from the defendant shareholder under Article 16 sums previously written off as service charges in a consent order.

Ratio Decidendi

The consent order of 20 July 1999 settled only the landlord and tenant account between the parties and did not preclude Morshead Mansions Ltd from making a future call on Mactra Properties Ltd as shareholder under Article 16 for contributions to recovery funds, even if the sums correspond to those previously written off as service charges. The words of release in the consent order did not extend to future shareholder obligations, and the possibility of such claims was known to both parties at the time.

Court Disposition

appeal dismissed

Orders

  • Appeal dismissed.