Pimms Ltd v Tallow Chandlers Company
| Jurisdiction | England & Wales |
| Judge | LORD JUSTICE WILLMER,LORD JUSTICE DANCKWERTS |
| Judgment Date | 13 March 1964 |
| Judgment citation (vLex) | [1964] EWCA Civ J0313-1 |
| Court | Court of Appeal |
| Date | 13 March 1964 |
[1964] EWCA Civ J0313-1
In The Supreme Court of Judicature
Court of Appeal
From Judge Graham Rogers Mayor's and City of London Court.
Lord Justice Willmer.
Lord Justice Danckwerts and
Lord Justice Diplock.
In the Matter of the Landlord and Tenant Acts, 1927 and 1954
In the Matter of the Lease of the premises Known as 94, 96, 98, 100 Bishopsgate in the City of London.
Mr Hugh E. Francis, Q. C., and Mr Oliver R. W. W. Lodge (instructed by Messrs Stephenson, Harwood & Tatham) appeared on behalf of the Appellants (Applicants).
Mr W. Granville Wingate, Q. C., and Mr Dennis B. Pugh (instructed by Messrs Monier-Williaras & Keeling) appeared on behalf of the Respondents.
I have asked Lord Justice Danckwerts to deliver the Judgment of the Court.
This is an appeal from the Judgment of Judge Graham Rogers, the Judge of the Mayor's and City of London Court, given on the 12th September 1963. The proceedings were begun in that court by an originating application dated the 9th August 1963 by which Pirams Limited, who are tenants in respect of certain property in the City of London of the Tallow Chandlers Company, claimed a declaration that their landlords, the Tallow Chandlers Company, have unreasonably withheld their consent to the assignment of the property in question to City and Central Investments Limited. The property is 94, 96, 98 and 100 Bishopsgate, and has been owned by the Tallow Chandlers Company since 1473, when it was acquired by the Company under the will of John Steward, who was Sheriff of the City of London In 1456, and was Master of the Company in 1467.
Pimms Limited hold this property under a reversionary lease from the Tallow Chandlers Company dated the 16th February 1920 for a term of thirty-four years from the 24th June 1943 (which will expire, therefore, on the 24th June 1977) at a yearly rent of £1,000. A premium of £10,000 was also paid by the lessees.
Amongst the lessees' covenants in the lease are covenants (1) not to cut or in any way injure the main timbers, gardens or walls, or to alter the construction or elevation of the demised premises or any part thereof; (2) not to use or carry on or permit or suffer to be Used or carried on upon the demised premises or any part thereof any noisy, noisome, or offensive trade, occupation or business, or do or permit to be done thereon anything which may be or become a nuisance to the lessors or their tenants or the residents in the neighbourhood thereof, and also not to keep on any part of the demised premises any dangerous or Inflammable goods or do any act or thing which might in any way affect or Invalidate the insurances from fire of the demised premises to be effected by the lessors provided always that the trade or business of a licensed restauranteur is not to be considered as prohibited by that covenant so long as it is not noisy,noisome or offensive; and (3) not at any time during the said term to sell, assign, demise or in any manner make over or part with the demised premises or any part thereof or the possession thereof or part thereof or the indenture of lease for all or any part of the term thereby granted (excepting only by way of under lease for a term not exceeding three years in possession) without the previous consent in writing of the lessors.
Those convenants were affected by the provisions of the landlord and Tennt Act 1927, which imported imported into the covenant against assignment a provision that the landlord's consent should not be unreasonably withheld.
Pirnms Limited conducted a licensed restaurant on the premises known as "The Red House", but they have recently closed the restaurant as they found it less profitable than the other business which they carry on; and accordingly they ceased to have any need of or use for the premises comprised in the lease or certain other properties adjoining which Pimms Limited own or in which they have interests.
The demised premises are close to the corner of Blshopsgato and Camomile Street, and the question of redevelopment of the demised premises and other adjoining property has bo come somewhat urgent because of plans of the Corporation of the City of London for the widening of Camomile Street which will Involve the acquisition for road widening of properties to the north- east of the demised premises and those facing on Camomile Street as well as part of the demised premises, also the plans of the City Corporation involve prohibition of access to the demised premises and adjoining properties from Blshopsgate, which involves access being found instead by means of some way out to St. Mary Axe. Consequently some comprehensive redevelopment is necessary, and unless the various owners co-operate there is a risk of compulsory acquisition by the Corporation of the City of London. It is anticipated that redevelopment may come about In three to five years time. It is material, therefore, to consider who are the owners of or persons interested in the property adjoining or near to the demised premises.
Pimms Limited down the freehold of 88 Bishopsgate which adjoins the demised premiss on the south-west side, and is really separated from Bishopsgate by 90 and 92 Bishopsgate, but access to Bishopsgate is obtained by means of Clark's Place.
On the south- east side of the demised premises and 88 Bishopsgate are 7 to 11 Wrestlers' Court. Pimras Limited have leasehold interests in these properties, the freehold of which is vested in the Leather Sellers Company. On the south- east side of Wrestlers' Court are 1 to 6 Wrestlers' Court. In these properties Pimms Limited have an under-lease for ninety-nine years from 1893. The head lease is in J. L. P. Investment Company Limited. The freehold is owned by the Crown Commissioners.
90 and 98 Bishopsgate is the freehold property of the Corporation of the City of London. The Corporation also own the freehold of 102 and 104 Bishopsgate and 1, 3, 4, 5 and 6 Camomile Street, all of which are within the proposed widened area of Camomile Street. 7 to 11 Camomile Street are owned in freehold by the City of London Real Property Company Limited, and 7 to 9 appear to be within the widened area of Camomile Street. 2 Camomile Street (freehold) was owned by Octel Estates Limited, but has been acquired by the Tallow Chandlers Company. It is within the widened area of Camomile Street.
In 12 to 20 Camomile Street, land at the rear of 7 to 11 Camomile Street and 57 to 61 St. Mary Axe, the freehold is in the Crown Commissioners, and the head leasehold is in J. L. P. Investment Company Limited. The importance of these properties is thac access to St. Mary Axe under the plans of the Corporation of the City of London will have to be obtained through these properties. We have had the advantage of two ordnance maps on which the various properties are shown in different colours.
The material events begin with the discovery by Mr Joseph Edmund Farrington, a surveyor and a partner in the firm of Matthews & Goodman, that the widening plans affecting Bishopsgate and Camomile Street were likely to come into effect within a few years. He approached Pimms Limited on behalf of City andCentral Investments Limited (the proposed assignees) of which the chairman is Mr Charles Clore, with a view to a purchase of all their interests in the properties which have been mentioned, that is not only in the demised premises but also in 83 Bishopsgate and the Wrestlers Court properties. A price of £285.000 was mentioned in a letter dated the 20th December 1962.
As a result of this letters were sent out on the 21st or 22nd March 1963 by Messrs Bernard Thorpe & Partners, the surveyors of Pimms Limited, to a number of possible purchasers, Including the Tallow Chandlers Company. That company asked their surveyor, Mr W. N. D. Lang, to look into the matter, and he made inquiries of and asked for particulars from Mr Peter Patchett of Mossrs Barnard Thorpe & Partners.
By a letter dated the 13th May 1963 Messrs Matthews & Goodman, on behalf of City & Central Investments Limited, made an offer to purchase all the interests of Pimms Limited, subject only to contract, and to Plmms Limited remaining in occupation for a time on terms to be agreed, for the sum of £300,000. On the 15th May 1963 this offer was accepted on behalf of Pimms Limited. Subsequently there was a telephone conversation between Mr Lang and Mr Patchett in which the latter was informed that the Tallow Chandlers Company were interested in purchasing the interests of Pimms Limited, and Mr Lang was told that an offer had been accepted already although it was subject to contract.
There is a conflict of evidence on whether there was more than one conversation, but the point seems to be of no importance because it is clear that no offer was in fact made on behalf of the Tallow Chandlers Company. It appears that Mr Lang's idea of a reasonable price was £175,000, though subsequently it appears that ha was prepared to advise the Tallow Chandlers Company to offer as much as £300,000.
On the 7th June 1963 an offer was received by the surveyors of Pimms Limited of £325,000 from Messrs Erdman & Company (surveyors) on behalf of clients, but his was not accepted by Pimms Limited because they considered that they were morally, ifnot legally, bound by the conditional agreement (though it was subject to contract) with City and Central Investments Limited. Meanwhile, on the 23rd May 1963, an agreement in principle as to redevelopment had been reached between City of London Investment Company, J. L. P. Investments Limited and the Tallow Chandlers Company. On the 14th June 1963 the formal contract between Pimms Limited and City & Central Investments Limited...
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