UK Leasing Brighton Ltd & Ors v Topland Neptune Ltd & Anor [2015] EWHC 53 (Ch) (16 January 2015)

UK Leasing Brighton Ltd & Ors v Topland Neptune Ltd & Anor [2015] EWHC 53 (Ch) (16 January 2015)

A direct re-assignment of the lease from T2 to T1 with a fresh guarantee by G is valid and not voided by the 1995 Act, as the release and re-imposition of liability on G does not frustrate the operation of the Act. However, a binding agreement requiring G to guarantee again as part of a series of assignments (via Newco) would frustrate the Act and be void under section 25.

Citation
[2015] EWHC 53 (Ch)
Parties
Claimant: UK Leasing Brighton Limited; Claimant: Splendid Property Company Limited; Claimant: Hilton Worldwide Inc; Defendant: Topland Neptune Limited; Defendant: Lynn Karen Bush; Claimant: Zinc Cobham 1 Limited and 21 others; Defendant: Adda Hotels and 11 others
Jurisdiction
England and Wales
Judgment Date
16 January 2015
Procedural Posture
Chancery Division Proceedings (consolidated Actions) / Judgment After Trial on Declaratory Relief
Outcome
Declaratory relief granted in favour of the landlords' preferred route.
Legal Topics
Assignment of Leases, Guarantor Liability, Landlord and Tenant (covenants) Act 1995, Authorised Guarantee Agreements (aga), Section 24 and 25 of the 1995 Act
Landlord and Tenant Property Law Assignment of Leases Guarantor Liability Landlord and Tenant (covenants) Act 1995 Authorised Guarantee Agreements (aga) Section 24 and 25 of the 1995 Act

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 6 Party arguments 2
Sign in to unlock

Parties

UK Leasing Brighton Limited

Claimant

Splendid Property Company Limited

Claimant

Hilton Worldwide Inc

Claimant

Topland Neptune Limited

Defendant

Lynn Karen Bush

Defendant

Zinc Cobham 1 Limited and 21 others

Claimant

Adda Hotels and 11 others

Defendant

Procedural Posture

Chancery Division Proceedings (consolidated Actions) / Judgment After Trial on Declaratory Relief

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 Landlord and Tenant (Covenants) Act 1995
  2. 2 Whether an agreement to effect a series of assignments (via Newco) with a fresh guarantee by G is valid or void under the 1995 Act
  3. 3 Whether such agreements or guarantees frustrate the operation of the 1995 Act and are void under section 25

Ratio Decidendi

A direct re-assignment of the lease from T2 to T1 with a fresh guarantee by G is valid and not voided by the 1995 Act, as the release and re-imposition of liability on G does not frustrate the operation of the Act. However, a binding agreement requiring G to guarantee again as part of a series of assignments (via Newco) would frustrate the Act and be void under section 25.

Court Disposition

Declaratory relief granted in favour of the landlords' preferred route.

Orders

  • Declaration that a direct re-assignment by T2 to T1 with a fresh guarantee by G is valid under the 1995 Act.
  • No declaration in favour of the alternative route involving a binding agreement to guarantee via Newco.