Taylors Fashions Ltd v Liverpool Victoria Trustees Company Ltd (Note)
| Jurisdiction | England & Wales |
| Date | 1979 |
| Court | Chancery Division |
Estoppel - Conduct, by - Equitable - Options to renew leases - All parties unaware at material time of necessity to register options as land charges - Expenditure by tenants on improvements to premises in reliance on option - Whether landlord estopped from determining tenancies on grounds of unenforceability of options
SUMMONSES
The first action concerned a 28-year lease of the premises known as 22, Westover Road, Bournemouth, which was granted to the predecessors in title of the plaintiffs, Taylors Fashions Ltd. by Old & Campbell Ltd. on November 5, 1948, with an option to renew for a further 14 years after the expiration of the current term in 1976. The option was not registered under the
The second action concerned a 14-year lease of the premises known as 20, Westover Road, Bournemouth, which was granted to the plaintiffs, Old & Campbell Ltd. by the defendants, the Liverpool Victoria Friendly Society, on March 22, 1963, with an option to renew for a further 14 years. A 42-year lease of the premises known as 21, Westover Road had been granted to the plaintiffs by the defendants on March 31, 1949. The plaintiffs sought, in respect of 20, Westover Road, a declaration that they had validly exercised their option to renew the lease and, in respect of 21, Westover Road, a declaration that the defendants' right to determine the tenancy had not arisen.
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Crabb v. Arun District Council [
Craine v. Colonial Mutual Fire Insurance Co. Ltd. (
Dann v. Spurrier (
De Bussche v. Alt (
Eaglesfield v. Marquis of Londonderry (
Eaves, In re [
Electrolux Ltd. v. Electrix Ltd. (
Greene v. Church Commissioners for England [
Gregory v. Mighell (
Hollington Brothers Ltd. v. Rhodes [
Hopgood v. Brown [
Inwards v. Baker [
Ives (E.R.) Investment Ltd. v. High [
Jackson v. Cator (
Kammins Ballrooms Co. Ltd. v. Zenith Investments (Torquay) Ltd. [
Kitney v. MPEC Ltd. [
Moorgate Mercantile Co. Ltd. v. Twitchings [
Muller v. Trafford [
National Enterprises Ltd. v. Racal Communications Ltd. [
Onward Building Society v. Smithson [
Plimmer v. Mayor of Wellington (
Ramsden v. Dyson (
Sarat Chunder Dey v. Gopal Chunder Laha (
Shaw v. Applegate [
Smith, In re [
Stiles v. Cowper (
Svenson v. Payne (
Willmott v. Barber (
Richard Scott Q.C. and John Trenhaile for the plaintiffs, Taylor Fashions Ltd.
Michael Essayan Q.C. and Robert Reid for the plaintiffs, Old & Campbell Ltd.
Peter Millett Q.C. and Geoffrey Jaques for the defendants in both cases.
February 27, 1979. Oliver J. read the following judgment. I have before me two summonses both concerned with some commercial premises in Bournemouth known as nos. 20, 21 and 22, Westover Road. The defendants in each case are the same, namely the trustees of the Liverpool Victoria Friendly Society, who are the freeholders of the premises and the plaintiffs' landlords. The plaintiffs in the first summons are Taylors Fashions Ltd. (“Taylors”) and they are the tenants of no. 22, Westover Road. In the second summons the plaintiffs are Old & Campbell Ltd. (“Olds”) and they are the tenants of nos. 20 and 21. The relevant background facts are common to both cases and the question at issue is the exercisability of an option contained in the demise of no. 22 to renew the term for a further 14 years after the expiry of the original term in 1976. The defendants claim that the option is void against them for want of registration under the provisions of the
The defendants' case is not one which impresses itself upon one immediately as overburdened with merit and the first impression is not significantly improved by a closer examination of the background. But if they are right in law and if there is no equity which assists the plaintiffs, it is no part of a judge's function to seek to impose upon a party to litigation his own idiosyncratic code of commercial morality. In saying that I would not wish to be thought to be voicing a criticism of those who have the conduct of the defendants' affairs. Those who undertake a fiduciary responsibility for management of the affairs of others are not always free to follow their own personal inclinations in the performance of that responsibility.
I turn, therefore, to a more detailed consideration of the background facts relevant to the dispute. Nos. 21 and 22 together consist of a building of four storeys and a basement in a favoured part of Bournemouth's shopping area and both premises are used as retail clothing stores. Prior to 1949 the freehold of the building was owned by Olds and they carried on there at no. 21 the business of gentleman's tailoring and outfitting, and at no. 22 the business of a ladies' fashion store which was conducted as a separate department under the style “Madame Campbell.” In 1948 it seems that they were minded to raise further finance by disposing of the ladies' fashion business and also by disposing of the freehold of the premises on the footing that the purchaser would grant them a lease back of no. 21 and would grant to the purchaser of the ladies' fashion business a lease of no. 22. In fact the agents who were instructed to offer the premises for sale offered them as already subject to leases of nos. 21 and 22 which were described in the original offer letter as already having been granted. A letter offering the premises to the defendants was sent in the middle of October 1948, at which time Olds were already in negotiation with a purchaser for the business carried on in no. 22.
Olds' agents had offered the freehold subject to leases of both parts for 28 years from December 25, 1948, but the terms negotiated with the purchasers of the ladies' fashion business (a Mr. and Miss Murray) in fact provided for the term to be extended to 42 years if the tenants installed a lift in the premises.
On November 5, 1948, Olds entered into a formal agreement with the Murrays for the grant to them of a lease of no. 22 (less the basement) and the uppers floors of no. 21 on the terms of a draft lease annexed. Nothing turns on the terms of that agreement but it should, perhaps, be mentioned that it contained a pre-emption clause obliging the tenants to offer the premises back to Olds before disposing of them to anyone else and a similar right of preemption if the landlords disposed of their proposed lease. Pursuant to that agreement a lease was, on the same date, concluded between Olds and the Murrays. The premises were described as no. 22 but the demise was by reference to a plan which included the upper floors over no. 21. The...
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