Mann & Anor v Shelfside Holdings Ltd & Anor

A tenancy granted by a person with no proprietary interest may create contractual relations between the stated landlord and tenant, but it does not bind the true owner of the land. Estoppel by representation can bind the true owner only where there is a clear and unambiguous representation of an existing fact, relied upon by the claimant, which is inconsistent with the position later asserted. A statement that a company will be the landlord does not, without more, represent that it holds the freehold or that its interest will last for the whole term. Apparent ownership adds nothing in transactions involving land. For wrongful interference with goods, the court must determine what goods remained, whether they fall within the statutory definition, the appropriate remedy and any compensation for delayed return. The value is ordinarily assessed at the date of exclusion.

The claimants occupied Park Farm under a five-year farm business tenancy naming Wyldecrest Properties Limited as landlord. The second defendant was the registered freehold owner, but the evidence showed that the named landlord had no proprietary interest in the farm. The second defendant later re-entered and took possession.

The claimants alleged that the re-entry was unlawful because representations by the second defendant created an estoppel, or because apparent ownership applied. They also claimed damages for machinery, equipment, structures and other goods left at the farm. The defendants called no evidence and accepted that they could not rely on the alleged section 146 notices. The issues were whether the re-entry was unlawful and, separately, which goods remained, whether they were goods or fixtures, and what compensation was payable.

1. Re-entry. The claim based on estoppel by representation failed. The required elements were a representation by words or conduct of an existing fact, clarity and lack of ambiguity, and inconsistency with the factual position later asserted. The representations established only that Wyldecrest Properties Limited would be the contractual landlord. They did not represent that it held the freehold or that its interest would endure for five years.
2. A purported tenancy granted by a person without an interest in the land may create the relationship of landlord and tenant between the contracting parties, and may be fed by a later acquisition of a superior interest. It has no effect against a person who actually owns a proprietary interest in the land. The claimants therefore could not prevent the freeholder relying on title paramount. Apparent ownership concerns transactions involving goods and added nothing to the land claim. The re-entry was not unlawful.
3. The court made no decision on the validity of the section 146 notices because the defendants could not rely on them and the issue was immaterial to the result. The unpleaded allegation that the transaction was a sham or a device to secure possession was rejected as unavailable for decision.
4. Goods and fixtures. The court applied the four-stage approach under the Torts (Interference with Goods) Act 1977: identifying goods present and not recovered, deciding whether they were goods, assessing the proper remedy or value, and assessing compensation for late return. A manege, its post-and-rail fencing, lighting and associated wiring were part of the land, applying the degree and purpose of annexation. The stables were moveable chattels.
5. For goods retained at the farm, compensation was assessed by reference to value at 7 June 2013, ordinarily excluding VAT. Replacement cost was inappropriate where there was no serious evidence that the claimants would replace the items. Interest at 8 per cent was awarded as compensation for use or retention where the goods were capable of use, including the stables, equipment and hay. The claims for the red items and the yellow items treated as fixtures or insufficiently proved were rejected. Judgment was accordingly given only for the assessed value of qualifying retained goods and related interest, subject to correction of calculations and consequential costs directions.