Tangent Properties (North) Ltd v Evans Homes (Skelton) No 2 Ltd (formerly Templegate Developments Ltd)

Hearing dates: 1–5 December 2025

Approved Judgment

Table of Contents

I. Introduction

A. The Parties

(1) The Claimant

The Claimant, Tangent Properties (North) Ltd (“ Tangent”), is a limited company owned and controlled by Mr Nigel Chambers and his wife and it was formed in January 1996. Mr Chambers is a self-employed property consultant. In 1986 he qualified as a chartered surveyor and town planner and holds the qualifications MCD, ARICS and MRTPI. From 1992 onwards he was self-employed and practised under the name Atlas Property Consultants (“ Atlas”).

(2) The Defendant

The Defendant was formerly a joint venture company which was ultimately owned by Evans of Leeds Ltd (later the Evans Property Group Ltd) (“ Evans”) and the Kelda Group plc (“ Kelda”). It is now wholly owned by Evans, a privately owned property investment and development company and Kelda is the ultimate parent company of Yorkshire Water plc. On 14 December 2000 the Defendant was incorporated under company registration no. 04125370 and adopted the name Skelton Business Park Ltd. On 25 January 2008 it changed its name to Templegate Developments Ltd and on 29 November 2024 to Evans Homes (Skelton) No 2 Ltd. I will refer to it as “ SBPL” until the first name change and “ Templegate” until the second name change and thereafter as the Defendant.

SBPL was incorporated as part of a reorganisation of the ownership and development of a large site close to Leeds (the “ Skelton Site”). Between 1996 and 2000 it was owned by a company called White Rose Developments Ltd (“ WRDE”), an earlier joint venture between Yorkshire Water and Evans. Mr John Bell, who was the Managing Director of Evans from 1994 until his retirement in 2012, was a director of WRDE during that period and Mr Geoff Goodwill was its Chief Executive Officer (although there was some uncertainty whether he was a de jure a director). On 9 January 2001 Mr Geoff Goodwill was appointed to be a director of SBPL and on 21 January 2002 Mr Bell was also appointed to be a director.

B. The Skelton Site

(1) General Description

The Skelton Site consists of 267 acres located next to the M1 south of Leeds. Most of the land was originally owned by the British Coal Corporation (“ British Coal”) and it was used for open cast mining until the middle of the last century. It is shaped like a boletus mushroom with a large cap on a short stalk or trunk. To the left hand side of the trunk and immediately below the left of the cap is the Skelton Lake Nature Reserve which was developed and is still owned by Leeds City Council (the “ Council”).

Yorkshire Water Estates Ltd (“ Yorkshire Water”), the property arm of the water undertaking, originally owned a significant section of the site too. It was located on the left hand side of the cap of the mushroom and it amounted to about one fifth of the total site area and acquired by a company called Swayfields Ltd (“ Swayfields”). It has now been developed as the Leeds Skelton Lake Motorway Services Area (the “ MSA”) by a company called Extra MSA Services Ltd. The remainder of the Yorkshire Water land was compulsorily purchased by the Council to create Skelton Lake.

In a report dated 29 March 2012 (the “ JLL Report”) Jones Lang LaSalle Ltd (“ JLL”) provided the following description of the Skelton Site (which was still undeveloped at that date):

“The land comprises a total gross area of approximately 267 Acres (as stated by Mott McDonald). It is of an undulating nature rising to a high plateau to the southern end. A stream, the Carlton Brook, runs through the middle of the site and there is a large lake to the Western end of the site known as Skelton Lake. This is designated wash-land which provides flood relief to the river Aire during times of storm. Almost all of the landscape is manmade having been subjected to extensive open cast mining, to a depth of up to 60 metres, in the mid-20 ^th Century. The “Hill” forming the plateau is believed to be largely constructed of waste Pulverised Fly Ash (PFA) from the former power station, located to the west of the site at Knostrop.

In the early 2000s, connectivity to the site was improved with the completion of the A1/M1 link road, now forming the northern extremity of the M1 (see location above). More recently, the completion of the East Leeds Link Road has further improved access to Leeds city centre.

The land has been subject to considerable land-fill and restoration to a largely agricultural use. Some tree planting has also been undertaken in recent years particularly to provide a degree of screening from Pontefract

Road and the M1.”

Planning permission has been granted to develop the cap of the mushroom for residential use. That development will take place in three phases “ Phase 1”, “ Phase 2” and “ Phase 3”. Phase 1 consists of most of the right hand side of the mushroom cap and Phase 2 (which will be developed in three separate parts or sub-phases) consists of the left hand side of the mushroom cap together with a sliver of land immediately below Phase 1. Phase 3 represents the stalk or trunk of the mushroom. In a brochure dated March 2019 Savills plc (“ Savills”) stated as follows:

“Serviced site totalling 33.55 acres (13.58 hectares) that can accommodate up to 500 plots

• Ground works, plateauing, spine road, suds and utilities to be completed by Spring 2020, ready for housebuilders to commence plot development on site. House sales are achievable by the end of 2020 – the serviced site will need Reserved Matters consent in order to deliver house sales, offering an oven ready development opportunity

• The opportunity is offered as a whole or in two parcels. Parties are invited to offer on either Parcel A or Parcel B, or both parcels”

“Phases 1 & 2 received an Outline planning permission (15/07655/OT) on 1st November 2017 with all matters reserved except the means of access for the creation of a new community comprising up to • 1,100 dwellings • a new food store (A1) (up to 2,000m ²) • a new local centre (A1 — A5 and D1and D2) (up to 1,300m ²) • a new school • areas of public open space • the means of vehicular access.

The planning permission has a number of conditions which need to be satisfied through reserved matters. Ground work conditions have already been discharged, allowing the site to be re-engineered and infrastructure to be constructed. Phase 3 currently has an Outline planning application running, which if approved, will provide an additional 700 houses and associated infrastructure.”

(2) The Tripartite Agreement

The Skelton Site was originally assembled for development thirty years ago. By an agreement dated 30 April 1996 (the “ Tripartite Agreement”) and made between British Coal (1), Yorkshire Water (2) and WRDE (3) both British Coal and Yorkshire Water agreed to sell their parts of the Skelton Site to WRDE for £100 each. Clause 8 imposed an obligation upon WRDE as developer to prosecute the Planning Process (as defined) with a view to procuring the allocation of so much of the site as WRDE sought to develop within the Leeds Unitary Development Plan (the “ UDP”) on terms which would permit its development. Clause 10 required WRDE to give notice to both British Coal and Yorkshire Water of any proposed development and keep them fully informed about progress.

Clause 14 imposed an obligation to prepare a marketing campaign and to dispose of the Skelton Site as soon as reasonably practicable after obtaining planning permission and clause 15 required WRDE to pay overage to both vendors on the basis that British Coal was providing 80% of the site and Yorkshire Water 20% of the site. The obligation to make the overage payments crystallised on the “ Calculation Date” which was defined as the first to occur of (a) the sale or sales of the land, (b) 10 years from the implementation of any relevant planning permission or (c) 15 years from the date of the agreement itself, i.e. 30 April 2011. If the Skelton Site had not been developed and sold, British Coal and Yorkshire Water were entitled to a share of its “ Unsold Value”.

By a separate agreement also dated 30 April 1999 (the “ Yorkshire Water Agreement”) and made between Yorkshire Water (1) and WRDE (2) Yorkshire Water undertook to enter into the Tripartite Agreement for an additional payment of £24,900. One of the factual issues between the parties was whether the British Coal land could be developed without the Yorkshire Water land. But in the event, WRDE acquired the entire...