Michaels v Taylor Woodrow Developments Ltd

JurisdictionEngland & Wales
Date2000
Year2000
CourtChancery Division
Chancery Division Michaels and another v Taylor Woodrow Developments Ltd and others 2000 March 20, 21; April 19 Laddie J

Landlord and tenant - Leasehold enfranchisement - Tenants' right to acquire reversion - Landlord conspiring with others to evade duty to notify tenants - Whether breach of duty sounding in damages - Whether supporting action in tort - Landlord and Tenant Act 1987(c 31), s. 5 - Tort - Cause of action - Conspiracy - Unlawful means conspiracy - Whether breach of statutory duty founding cause of action in tort - Whether actionable wrongs by individual conspirators essential to cause of action for conspiracy

In 1993 the four defendant companies collaborated to transfer the freehold of a block of flats from the first to the third company, without complying with the landlord's requirement under section 5 of the Landlord and Tenant Act 1987F1 to give notice to “qualifying tenants”. On a claim brought by the plaintiff qualifying tenants in 1996, the Court of Appeal held that the scheme, which was intended to avoid the tenants acquiring statutory rights to acquire the reversion under the Act, was defective in a number of respects but that relief should be denied on the ground that such relief was discretionary and should be refused by reason of their delay. By a second writ, issued in February 1999, the plaintiffs claimed, inter alia, damages from three of the four defendants for conspiracy to injure them by unlawful means.

On an application by the defendants to strike out the claim—

Held, granting the application and dismissing the action, that in order to support the existence of an actionable conspiracy to injure by unlawful means, those means must be actionable in their own right against at least some of the conspirators; that where a wrongful act consisted of a breach of the provisions of a statute or of subordinate legislation, it would only support such an actionable conspiracy if that were determined to have been the intention of the legislature by way of reinforcement of the statutory provisions, which in the instant case it could not; and that, therefore, since the claim disclosed no cause of action it would be struck out; that, further although the court should exercise caution before striking out a second claim on the ground that it could have been advanced with the first, the claimant's delay in prosecuting the current claim constituted an abuse of process and would be struck out on that ground also (post, pp 246B–D, 248G–249C).

Henderson v Henderson (1843) 3 Hare 100 applied.

Lonrho Ltd v Shell Petroleum Co Ltd (No 2) [1982] AC 173, HL(E), Lonrho plc v Fayed [1992] 1 AC 448, HL(E) and Surzur Overseas Ltd v Koros [1999] 2 Lloyd's Rep 611, CA considered.

Per curiam. The problems of over-citation of authority must be tackled if the increasing ease with which prior decisions can be accessed is not going to choke the system (p 252D).

The following cases are referred to in the judgment:

Acrow (Automation) Ltd v Rex Chainbelt Inc [1971] 1 WLR 1676; [1971] 3 All ER 1175, CA

Associated British Ports v Transport and General Workers' Union [1989] 1 WLR 939; [1989] 3 All ER 796, CA; [1989] 1 WLR 939; [1989] 3 All ER 822, HL(E)

Credit Lyonnais Bank Nederland NV (now known as Generale Bank Nederland NV) v Export Credits Guarantee Department [1998] 1 Lloyd's Rep 19, CA

Cutler v Wandsworth Stadium Ltd [1949] AC 398; [1949] 1 All ER 544, HL(E)

Doe d Murray v Bridges (1831) 1 B&Ad 847

Grupo Torras SA v Al-Sabah [1999] CLC 1469

Hamilton v Brown (1994) 39 F 3d 1574

Henderson v Henderson (1843) 3 Hare 100

Island Records Ltd, Ex p [1978] Ch 122; [1978] 3 WLR 23; [1978] 3 All ER 795, CA

Lonrho Ltd v Shell Petroleum Co Ltd (No 2) [1981] ComLR 6; [1982] AC 173; [1981] 3 WLR 33; [1981] 2 All ER 456, HL(E)

Lonrho plc v Fayed [1992] 1 AC 448; [1991] 3 WLR 188; [1991] 3 All ER 303, HL(E)

Metall und Rohstoff AG v Donaldson Lufkin & Jenrette Inc [1990] 1 QB 391; [1989] 3 WLR 563; [1989] 3 All ER 14, CA

Michaels v Harley House (Marylebone) Ltd [1997] 1 WLR 967; [1997] 3 All ER 446; [2000] Ch 104; [1999] 3 WLR 229; [1999] 1 All ER 356, CA

R v Chief Constable of Devon and Cornwall, Ex p Central Electricity Generating Board [1982] QB 458; [1981] 3 WLR 967; [1981] 3 All ER 826, CA

RCA Corpn v Pollard [1983] Ch 135; [1982] 3 WLR 1007; [1982] 3 All ER 771, CA

Roberts Petroleum Ltd v Bernard Kenny Ltd [1983] 2 AC 192; [1983] 2 WLR 305; [1983] 1 All ER 564, HL(E)

Rookes v Barnard [1964] AC 1129; [1964] 2 WLR 269; [1964] 1 All ER 367, HL(E)

Surzur Overseas Ltd v Koros [1999] 2 Lloyd's Rep 611, CA

Taylors Fashions Ltd v Liverpool Victoria Trustees Co Ltd (Note) [1982] QB 133; [1981] 2 WLR 576; [1981] 1 All ER 897

Watson v Dutton Forshaw Motor Group Ltd (unreported) 22 July 1998; Court of Appeal (Civil Division) Transcript No 1284 of 1998, CA

Williams v Department of Transport The Times, 7 December 1993; Court of Appeal (Civil Division) Transcript No 1382 of 1993, CA

Yat Tung Investment Co Ltd v Dao Heng Bank Ltd [1975] AC 581; [1975] 2 WLR 690, PC

Yukong Line Ltd of Korea v Rendsberg Investments Corpn of Liberia (No 2) [1998] 1 WLR 294; [1998] 4 All ER 82

The following additional cases were cited in argument:

Bradford and Bingley Building Society v Seddon [1999] 1 WLR 1482; [1999] 4 All ER 217, CA

R v Secretary of State for the Home Department, Ex p Ejaz The Times, 7 December 1993; Court of Appeal (Civil Division) Transcript No 1569 of 1993, CA

The following additional cases, although not cited, were referred to in the skeleton arguments:

Belvedere Court Management Ltd v Frogmore Developments Ltd [1997] QB 858; [1996] 3 WLR 1008; [1996] 1 All ER 312, CA

Ord v Upton [2000] Ch 352; [2000] 2 WLR 755; [2000] 1 All ER 193, CA

APPLICATION for summary judgment

By writ dated 26 February 1999 the plaintiffs, Harvey and Valentina Michaels, claimed against the four defendants, Taylor Woodrow Developments Ltd (“TW1”), Taylor Woodrow Property Co Ltd (“TW2”), Frogmore Estates Plc (“Frogmore”) and Harley House (Marylebone) Ltd (“HHL”), damages for breach of statutory duty, for non-compliance with section 5 of Landlord and Tenant Act 1987 and for conspiracy to injure them by unlawful means. The defendants applied pursuant to CPR Pt 24 to strike out, inter alia, the claim for damages for conspiracy to injure by unlawful means. By the commencement of the hearing, Harvey Michaels had discontinued his claim and his wife no longer sought relief against Frogmore. The facts are stated in the judgment.

John Mowbray QC, Edward Cousins and Tom Weekes for Mrs Michaels.

John Martin QC and Jonathan Seitler for TW1 and TW2.

Kim Lewison QC and Anthony Tanney for Frogmore and HHL.

Cur adv vult

19 April. LADDIE J handed down the following judgment.

Introduction

1 The original claimants in this action, Mr and Mrs Michaels, are the tenants of Flat 11, Harley House, 28–32 Marylebone Road, London NW1. Since 1996 they have been embroiled in litigation with their landlord and others. That litigation has as its core the provisions of the Landlord and Tenant Act 1987. The four defendants to this action are Taylor Woodrow Developments Ltd (“TW1”), Taylor Woodrow Property Company Ltd (“TW2”), Frogmore Estates Plc (“Frogmore”) and Harley House (Marylebone) Ltd (“HHL”). Frogmore and HHL have been sued before by the Michaels in respect of their flat, under the Act, in proceedings commenced in 1996. The nature of those proceedings, the ground upon which the Michaels lost and its relationship, if any, to the current proceedings will all be considered below. The current action was commenced by the Michaels by writ dated 26 February 1999. In it they originally sought damages for breach of statutory duty, for non-compliance with section 5 of the Act and for conspiracy to defraud. The application which is before me has been brought by all the defendants, under CPR Pt 24, to strike out these proceedings on a number of grounds. That application has already achieved some measure of success. Mr Michaels is an undischarged bankrupt. He joined with this wife in the current proceedings without taking an assignment of the relevant causes of action from his trustee. Before the matter came to me, Mr Michaels decided to discontinue his claim, leaving his wife as the sole claimant. Before going into the detail of the claims against the defendants and the grounds advanced by the latter under Part 24, it will be useful to have in mind the structure of the Act.

The structure of the Act

2 The Act gives certain tenants rights when a landlord is minded to dispose of premises. Although it has been said that it gives rise to a right of first refusal, the tenants' rights are somewhat more limited than that. Section 1(1) provides that a landlord shall not make a disposal affecting any premises covered by the Act unless he has served a notice in accordance with section 5 of the Act on the “qualifying tenants” and the disposal is made in accordance with the requirements of sections 6 to 10. A “qualifying tenant” is defined by section 3. The Michaels and a number of other tenants are or were qualifying tenants within that definition. The notice required by section 5 must include the principal terms of the disposal proposed by the landlord including, for example, the price. It is significant that there is no obligation to give notice of all the terms. Section 5(2)(b) requires the notice to state that it “constitutes an offer by the landlord to dispose of the property on those terms which may be accepted by the requisite majority of qualifying tenants of the constituent flats”.

3 The section also sets out a timescale, measured in months, within which the tenants can accept the offer contained in the notice. These references to offers and acceptance might be thought to mean that the tenants acquire a right to purchase on the terms set out in the section 5 notice. That is not so. The terms “offer” and “acceptance” in the Act are defined to mean offer or acceptance subject to...

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4 books & journal articles
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    ...Ltd v Bernard Kenny Ltd [1983] 2 AC 192, 200–202;Hamblin v Field [2000] BPIR 621, 627–28; Michaels v Taylor Woodrow Developments Ltd [2001] Ch 493, [78]–[87]; A v Bplc [2002] EWCA Civ 337; [2003] QB 195, [8]–[10]; Trembath v Secretary of State for Work and Pensions [2002] EWCA Civ1445, [10]......
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    ...8 The Times, 4 December 1995. 9 Rose LJ, at para 32. 10 At paras 30—31. 11 The Times, 26 April 2000. 12 [2003] QB 195. 13 At para 10. 14 [2001] Ch 493. 15 See paras 78—79. 16 [2001] 1 WLR 1001. 17 Practice Direction (Court of Appeal: Citation of Authority) [1995] 1 WLR 1096. 18 Practice Sta......
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    • Journal of Criminal Law, The No. 68-3, June 2004
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    ...Limits of Citation Determined’ (1983) 80 LSG 1337. 7 See, e.g., the judgment of Laddie J in Michaels v Taylor Woodrow Developments Ltd [2001] Ch 493; and Chase v News Group Newspapers [2002] EWHC 1110 at [48], perEady 8 See Practice Direction (Judgments: Form and Citation) [2001] 1 WLR 194,......
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    ...Munday, 'The Limits of Citation Determined' (1983) 80 LSG 1337.7 See, e.g.,thejudgmentof Laddie J inMichaelsvTaylorWoodrowDevelopmentsLtd[2001] Ch 493;andChasevNewsGroupNewspapers[2002] EWHC1110at [48], perEady J.8SeePracticeDirection(Judgments:FormandCitation)[2001] 1WLR 194, discussed inR......

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