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

Hearing dates: 7 May 2026

APPROVED JUDGMENT

(Limitation)

I. Introduction

In December 2025 I heard the trial of the claim in this action in the Business and Property Courts in Leeds and on 13 February 2026 I handed down a reserved judgment: see [2026] EWHC 298 (Ch). In this second judgment I adopt the defined terms and abbreviations which I used in that judgment (as supplemented below). Further, where I refer to paragraph numbers below, I intend to refer to that judgment unless I indicate otherwise by citing the relevant decision to which I intend to refer. Where it is necessary to refer to the decision itself, I will also use the term the “ Judgment”.

Tangent's primary claim against the Defendant was for a declaration that it was entitled to a 10% share of the profits derived from the Skelton Site. But it also brought an alternative claim for a reasonable fee for the work which Mr Chambers carried out in relation to the Skelton Site. I dismissed Tangent's claim that there was a binding contract for a 10% profit share or that the Defendant was estopped from denying that there was a binding contract and I have extended time for Tangent to apply for permission to appeal until the final determination of the claims at first instance.

However, I also held that, subject to the question of limitation, Tangent's claim for restitution of unjust enrichment (the “ Unjust Enrichment Claim”) succeeded and that it was entitled to a reasonable fee for the work performed by Mr Chambers calculated by reference to his time costs: see [326]. However, I expressed the preliminary view that the cause of action accrued on 8 April 2016 and, therefore, that the claim was barred by section 5 of the Limitation Act 1980. But I also gave the parties permission to present further argument on that issue (subject to the fairness of taking such course and also making it clear that I was not prepared to hear any further evidence): see [330].

On 7 May 2026 a hearing took place to determine the outstanding matters and issues arising out of the Judgment. I had originally intended to deal with all outstanding matters. But in the event it was only possible to hear argument on the issue of limitation and on the issue of the basis of remuneration in the Unjust Enrichment Claim. In their Skeleton Argument dated 4 May 2026 Mr Gary Blaker KC and Mr Marcus Kelly, who had appeared for Tangent at the trial and appeared at the subsequent hearing, argued that I should not permit the Defendant to rely upon a defence of limitation which was completely different from that which it had originally pleaded but that, in any event, the Unjust Enrichment Claim was not barred by limitation.

In their Skeleton Argument dated 5 May 2026 Mr Gregory Banner KC and Ms Emily Gailey, who had also appeared at the trial for the Defendant and appeared at the subsequent hearing, argued that I should simply make my provisional view final because Tangent had had every opportunity to argue the limitation point at trial and had failed to do so. They argued that it would be procedurally unfair to permit Tangent to have a second bite at the cherry. But they also argued that if the Court was prepared to hear further argument, then my provisional view was the correct one and I should hold that the Unjust Enrichment Claim was barred by limitation.

There was also a dispute about the fairness of the finding which I made in relation to the basis of remuneration. Tangent had pleaded that Mr Chambers (and now Tangent) was entitled to be remunerated on a profit share basis because he was a “land promoter”. He relied on the decision of Andrew Sutcliffe KC (sitting as a Deputy Judge of the High Court) in Mate v Mate [2023] EWHC 238 (Ch). I rejected that argument and one of the reasons which I gave for distinguishing Mate was that Julie Mate, the claimant in that case, had called evidence to establish what a land promoter did and that she fulfilled that role whereas Tangent had not called expert evidence in the present case: see [326](2).

Mr Blaker and Mr Kelly argued that it was procedurally unfair to reach such a conclusion when the parties had expressly agreed that issues relating to quantum would be determined at a subsequent hearing (depending on the outcome of the trial) and that the parties would have the opportunity to call expert evidence at that stage (“ Stage 2”) if they wanted to do so. Mr Banner and Ms Gailey argued that my decision was not unfair because Tangent had relied on Mate from the outset of litigation and, indeed, had pleaded the decision; that the basis of remuneration was one of the Agreed List of Issues; and that Tangent ran the risk that I would decide that issue against it if it failed to call expert evidence at the first stage of the proceedings (“ Stage 1”).

At the hearing, I heard argument on both parties' procedural objections and then on the substantive issue of limitation de bene esse. For reasons which I set out below, I have rejected both parties' procedural objections and gone on to decide the issue of limitation on the merits. I have also considered whether it was unfair to decide the basis of assessment at the trial and whether it would have been appropriate to permit Tangent to reopen that issue at Stage 2 (the quantum phase). Since the procedural objections involved a consideration of each party's statement of case and the case which each chose to advance at trial, I begin with the materials which they put before the Court on that occasion.

II. The Trial

A. The Statements of Case

(1) The Particulars of Claim

On 13 February 2024 the Claim Form in this action was issued. In the Amended Particulars of Claim dated 14 October 2024 (the “ Particulars of Claim”) Tangent pleaded its case in contract in reliance upon the 6 December Fax at paragraphs 12 to 17. Tangent then set out particulars of the work which Mr Chambers was alleged to have carried out at paragraph 18 to 22. Tangent then pleaded that from 2005 onwards Mr Chambers was given a more enhanced role by Mr Bell: see paragraphs 23 to 25. The Particulars of Claim then continued as follows:

“25. At about this time Nigel Chambers carried out the following:

(i) Between 2004 and 2007 he helped to resolve issues regarding public rights of way access across the Skelton site;

(ii) He met with Leeds City Council and other stakeholders regarding the transfer of the lake at the Skelton site to Leeds City Council;

(iii) Between April and July 2005, he represented the joint venture companies in negotiations with Innogy pic concerning a boundary dispute and a dispute about the rights over a disused pipeline;

(iv) Between February and May 2006, he worked with the joint venture companies concerning the East Leeds Link Road;

(v) Between July and September 2006, he attended a number of different presentations on behalf of SBPL regarding public transport access to the Skelton site;

(vi) Between June 2005 and October 2007 he represented the joint venture companies at the Aire Valley Investor Forum and Aire Valley Regeneration Initiative. In this period, he worked closely with lain Robertson a director of SBPL/the Defendant in promoting a housing development at the Skelton site and in the initial stages of the Leeds City Council Local Development Framework Plan to support housing uses at the Skelton site.

26. During 2008 there was continued activity with the Leeds Local Development Framework Plan but by early 2009 James Pitt took over day to day responsibility for the Skelton site.

27. Since that time Nigel Chambers has remained in contact with James Pitt and has offered to assist the Defendant. He has attended the Leeds City Council Plans Panel meetings where the new community and motorway services applications were discussed. He monitored applications including key outline planning applications made by the Defendant in January 2016 and July 2018.”

Tangent set out its case in relation to the meeting on 18 August 2005 and the subsequent conduct of the parties at paragraphs 28 to 55. There then follows a section under the heading “Problems occur” and Tangent expressly pleaded that on 22 March 2016 and 8 April 2016 Mr Pitt and Mr Hill, the company secretary of Templegate, denied the existence of a contract:

“65. On 22 March 2016, James Pitt wrote on behalf of the Evans Property Group to Nigel Chambers and denied the existence of a contractual relationship between the Defendant and Nigel Chambers. This was followed by a similar letter dated 8 April 2016 from Christopher Hill, the Defendant's company secretary.

66. Notwithstanding, Nigel Chambers and the Claimant having provided the Defendant with significant amounts of documentation over the past 7 years, the Defendant continues to deny the existence of a contract. Further, the Defendant continues to deny that the Claimant is entitled to receive payment whether under a contract or whether by reason of an estoppel or restitutionary remedy.”

Tangent also alleged that in 2022 the Skelton Site started to realise profits and that it became entitled to a 10% profit share: see paragraph 71. After setting out its claim in contract, Tangent then pleaded the Unjust Enrichment Claim in the alternative:

“80. In the further, alternative, the Claimant claims a restitutionary remedy in that the Defendant should not be unjustly enriched at the expense of the Claimant/Nigel Chambers.

81 Nigel...