Glasgow City Council v Castrop Ltd [2001] ScotCS 218 (6 September 2001)

Glasgow City Council v Castrop Ltd [2001] ScotCS 218 (6 September 2001)

The defenders 'achieved' planning permission for more than forty-nine residential units within the meaning of clause 12 because they took active steps to set up and control Sorbieridge Ltd, which applied for and obtained the relevant planning permission while the defenders owned the land. The defenders' material contribution to the obtaining of planning permission sufficed to trigger the uplift clause, regardless of the applicant's corporate identity. This construction does not pierce the corporate veil but reflects the proper interpretation of the contract in its commercial context.

Citation
[2001] ScotCS 218
Parties
Pursuer: Glasgow City Council; Defender: Caststop Ltd
Jurisdiction
Scotland
Judgment Date
06 September 2001
Procedural Posture
Commercial Contract Dispute / Debate on Relevancy (pleadings) Before Outer House, Court of Session
Outcome
Decree de plano for the pursuers (Glasgow City Council)
Legal Topics
Interpretation of Commercial Contracts, Planning Permission Uplift Clauses, Corporate Personality and Group Companies, Piercing the Corporate Veil, Agency in Company Law
Contract Law Commercial Law Property Law Interpretation of Commercial Contracts Planning Permission Uplift Clauses Corporate Personality and Group Companies Piercing the Corporate Veil Agency in Company Law

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Parties

Glasgow City Council

Pursuer

Caststop Ltd

Defender

Procedural Posture

Commercial Contract Dispute / Debate on Relevancy (pleadings) Before Outer House, Court of Session

Legal Issues

  1. 1 Whether the purchaser 'achieved' planning permission for more than forty-nine residential units within the meaning of clause 12 of the missives, thereby triggering an uplift in the purchase price.
  2. 2 Whether planning permission obtained by a subsidiary (Sorbieridge Ltd) can be attributed to the purchaser (defender) for the purposes of the uplift clause.
  3. 3 Whether the defenders' actions constituted a material contribution to the obtaining of planning permission.

Ratio Decidendi

The defenders 'achieved' planning permission for more than forty-nine residential units within the meaning of clause 12 because they took active steps to set up and control Sorbieridge Ltd, which applied for and obtained the relevant planning permission while the defenders owned the land. The defenders' material contribution to the obtaining of planning permission sufficed to trigger the uplift clause, regardless of the applicant's corporate identity. This construction does not pierce the corporate veil but reflects the proper interpretation of the contract in its commercial context.

Court Disposition

Decree de plano for the pursuers (Glasgow City Council)

Orders

  • Defenders are found liable to pay the additional purchase price uplift as calculated under clause 12 of the missives.