Pritchett v Crossrail Ltd

A land-disposal policy must be read as a whole and according to its practical purpose. It is not to be construed with the technical exactness appropriate to a statute or contract.

Under a policy giving a former owner an opportunity to acquire a materially changed development site only where there is one expression of interest, two or more expressions of interest are competing bids. The land may therefore be sold on the open market. A former-owner consortium must indicate its collective wish to purchase within the prescribed period; the policy does not require the disposing body to identify potential consortia or facilitate their formation.

Crossrail compulsorily acquired a block of flats, including the appellant’s leasehold flat, for works connected with Tottenham Court Road station under the Crossrail Act 2008. The block was demolished. Land above the completed station was later surplus to the railway project and available for residential development.

The appellant and two other holders of qualifying interests each expressed an interest in acquiring the whole site. Crossrail decided that this amounted to competing bids under its Land Disposal Policy and would sell on the open market. The appellant later asserted that all interested parties had formed a consortium.

Ouseley J dismissed the appellant’s judicial-review claim: [2015] EWHC 3474 (Admin). The central issue on appeal was whether multiple expressions of interest were competing bids for the purposes of paragraph 5.3 of the Policy.

1. Appeal dismissed unanimously. Lord Justice McCombe, with whom Lord Justice Lewison and Lord Justice Davis agreed, upheld Ouseley J’s construction of the Policy.

2. The Policy was not a statute, contract or other formal legal instrument. Its meaning had to be obtained from the document as a whole, including the procedure in Appendix 1. The technical distinction advanced between an expression of interest and a bid was therefore unsound.

3. Paragraphs 5.2 and 5.3 set out contrasting situations. A single expression of interest entitled the qualifying person to proceed towards acquisition at market value. Two or more expressions of interest, whether from individuals or consortia, were competing bids. The prescribed consequence was sale on the open market.

4. At that initial stage there was no actual price bid: if one expression of interest were received, value would be fixed by the Secretary of State’s valuer. A consortium qualified only if it had collectively indicated its wish to purchase within the two-month period. Crossrail’s later assessment of the interested parties’ financial viability did not affect the construction or operation of the Policy.

5. The construction did not frustrate the Crichel Down Rules. The Policy supplemented those Rules for land materially changed in character, such as a newly assembled commercial development site. That situation differed from a former owner recovering substantially the same land, or from agricultural land whose former boundaries had been lost. The appellant was not entitled to require Crossrail to investigate whether separate interested parties might form a consortium. Open-market disposal was therefore lawful.

• Court of Appeal (Civil Division) — Dismissed the appellant’s appeal and upheld the dismissal of the judicial-review claim: [2017] EWCA Civ 317.

• High Court of Justice, Queen’s Bench Division, Administrative Court (Ouseley J) — Dismissed the application for judicial review on 11 November 2015: [2015] EWHC 3474 (Admin).

Permission to apply for judicial review was ultimately granted by Patten LJ after earlier refusals by Patterson J and Holgate J. Permission for this appeal was granted by Laws LJ.