Goldeagle Properties Ltd v Thornbury Court Ltd (Rev 1)

Under s.24 of the Leasehold Reform, Housing and Urban Development Act 1993, an LVT reference is not limited to matters listed in the initial application. Once a timely application is made, the tribunal remains seized of all terms of acquisition that remain in dispute and may determine them in stages. A court cannot make a vesting order until every term has been agreed or determined. Time does not begin merely because some terms, such as price, have been finally determined. Conveyance provisions are terms of acquisition and are not impliedly agreed because the price was fixed, particularly where the parties treated them as unresolved. Parties should identify every unagreed matter at the outset to avoid delay and cost.

The dispute arose from an attempt by qualifying tenants to acquire collectively the freehold of Thornbury Court under Part I of the Leasehold Reform, Housing and Urban Development Act 1993. Goldeagle Properties Ltd was the nominee purchaser and Thornbury Court Ltd was the reversioner. The reversioner admitted the right to enfranchise but disputed some prices and enclosed draft transfer terms. The LVT fixed the disputed prices but did not determine the transfer terms. HHJ Collins CBE held that those terms were not agreed until 13 November 2006 and made a vesting order on 9 February 2007. The appeal concerned whether the initial notice had already been deemed withdrawn because the application should have been made within two months of the LVT decision becoming final on 14 September 2006.

Appeal dismissed. The vesting order was made in time. Lord Justice Jacob gave the leading judgment. Carnwath LJ agreed with the result, though with misgivings, and Tuckey LJ agreed with Jacob LJ’s reasons.

1. Section 24(1) of the Leasehold Reform, Housing and Urban Development Act 1993 gives the LVT jurisdiction to determine the matters in dispute. Although the statutory scheme contemplates identifying all disputes, nothing in the language requires every matter to be determined in one application or one decision. Unagreed matters are not treated as agreed merely because they were omitted from the first referral. Once a timely application is made, the LVT remains seized of all matters in dispute and may determine them successively.
2. This conclusion was supported by Penman v Upavon Enterprises [2001] EWCA Civ 956. The condition for a vesting order is that all terms of acquisition, rather than merely some, have been agreed or determined. Finality attaches only to matters actually decided, not to matters left outstanding. Sinclair Gdns Investments (Kensington) v Eardley Crescent [2006] EWLands LRA_77_2005 supported the conclusion that the jurisdiction could be exercised in stages.
3. Terms of acquisition include the provisions to be contained in a conveyance under section 24(8)(e). The LVT could proceed on the basis that the precise transfer terms would not affect the prices, but that did not make the proposed terms agreed. The parties’ own statements positively showed that the conveyance terms remained unresolved. The period for applying to court therefore did not begin when the LVT’s price decision became final, but only when the transfer terms were agreed.
4. Jacob LJ advised parties to put every unagreed matter before the LVT at the outset. Carnwath LJ added that the tribunal should identify at the beginning of the hearing what remained in dispute and record that position in its decision. These were practical observations intended to avoid delay and additional costs.

• Court of Appeal (Civil Division): In [2008] EWCA Civ 864, the appeal was dismissed and the vesting order upheld.
• Central London Civil Justice Centre: HHJ Collins CBE, on 14 December 2007, held that there had been no deemed withdrawal of the initial notice and made a vesting order.