Michaels and Another v Harley House (Marylebone) Ltd
| Jurisdiction | England & Wales |
| Judgment Date | 03 March 1997 |
| Date | 03 March 1997 |
| Court | Chancery Division |
Chancery Division
Before Mr Justice Lloyd
Landlord and tenant - disposal of freehold - tenants' rights of pre-emption avoided
The commercial sale of a block of flats did not give rise to statutory rights of pre-emption in favour of qualifying tenants under Part I of the Landlord and Tenant Act 1987 because the building was transferred by the landlord to an associated company within section 736A(5) of the Companies Act 1985, as amended by the Companies Act 1989, and therefore the transfer was not a "relevant disposal" under section 4 of the 1987 Act.
Mr Justice Lloyd, sitting in the Chancery Division, so held, dismissing an action by Harvey and Valentina Michaels, seeking information as qualifying tenants on the disposal of the freehold of Harley House, Marylebone Road, London, by Taylor Woodrow Property Co Ltd.
Section 736 of the Companies Act 1985 provides: "(1) A company is a 'subsidiary' of another company, its 'holding company', if that other company - (a) holds a majority of the voting rights in it, or (b) is a member of it and has the right to appoint or remove a majority of its board of directors…or if it is a subsidiary of a company which is itself a subsidiary of that other company."
Section 736A provides: "(5) Rights held by a person in a fiduciary capacity shall be treated as not held by him."
Mr John Mowbray, QC and Mr Edward Cousins for the plaintiffs; Mr Kim Lewison, QC and Mr Anthony Tanney for the defendant.
MR JUSTICE LLOYD said that the landlords, Taylor Woodrow Property Company Ltd ("TWP") found a purchaser for the freehold of the building early in 1993. At about the same time the recently formed residents' association expressed an interest in acquiring the freehold. The landlords accordingly adopted a method intended to effect a commercial sale of the building without giving rise to statutory rights of pre-emption in favour of the qualifying tenants.
The landlord had sold the building to its subsidiary, Taylor Woodrow Development Ltd ("TWD") for £1,000,000 late in 1992, but retained the bare title to the property itself.
The scheme involved the setting up of the defendant company as a subsidiary of TWD. By a property sale agreement TWD agreed to sell the building to the defendant for £15,750,000. To finance the sale TWD agreed to advance to the defendant £15,750,000 on the terms of loan notes.
TWD also entered into a property sale...
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Claude Michael Joseph Lavole and Carvida Ltd v District Judge John O'Donnell, Ireland and Attorney General
...Cases mentioned in this report:- Jones v. Commissioner of Taxes [1942] Tas. S.R. 1. Michaels v. Harley House [1997] 1 W.L.R. 967; [1997] 3 All E.R. 446. R. v. Goswami [1969] 1 Q.B. 453; [1968] 2 W.L.R. 1163; [1968] 2 All E.R. 24. Southern Health Board v. C.H. [1996] 1 I.R. 219; [1996] 2 I.L......
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Patrick Gerard Mckillen v Misland (Cyprus) Investments Ltd and Others
... ... Ltd ("Misland"), a company controlled by another group of investors, namely the Green family. Misland held a ... as Mr Quinlan as transferor was concerned (c.f Michaels v Harley House (Marylebone) Ltd [2000] Ch 104) ... (Contrary ... ...
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Decision Nº LRA 141 2014. Upper Tribunal (Lands Chamber), 19-11-2015 , [2015] UKUT 0619 (LC)
...v McLachlan (1872) LR 4 PC 543 Stevens v General Steam Navigation Co Ltd [1903] 1 KB 890 Michaels v Harley House (Marylebone) Ltd [1997] 3 All ER 446 Britnell v Secretary of State for Social Security [1991] 2 All ER 726 Arrowdell Limited v Coniston Court (North) Hove Limited [2007] RVR 39 3......