Corporate Spec Limited v Rachel Milton & Anor.

The claimant sought an injunction to restrain the defendants from taking possession of warehouse premises. The court considered whether the claimant had a tenancy (rather than a licence) and whether the landlord could oppose a new tenancy under section 30(1)(f) of the Landlord and Tenant Act 1954 on the ground of intended redevelopment. The judge refused to discharge the interim injunction for alleged non-disclosure, finding any failure to disclose was not materially misleading, and held that the claimant had an arguable case that a periodic tenancy could have arisen from the oral agreement. Applying the balance of convenience, the judge continued the injunction pending an expedited trial of two preliminary issues, subject to the claimant fortifying its undertaking in damages by paying £250,000 into court and continuing the existing monthly payment of £10,000. The order preserved the defendant’s right to enter on reasonable notice to carry out surveys and tests.

Background and parties: The claimant, Corporate Spec Limited, occupied Unit 3, Thames Road, Silvertown. The first defendant, Rachel Milton, was a director of Trans-Global Holdings Limited (TGH). The second defendant, 3 Thames Road Limited, acquired the freehold from TGH and thereafter granted the first defendant a short-term tenancy. The claimant was ejected on 4 May 2021 and obtained a without-notice order from Falk J for reinstatement; the claimant then applied to continue injunctive relief until trial.

Nature of the application: The claimant sought continuation of an interim injunction to restrain the defendants from taking possession pending trial. The court identified two preliminary issues for determination at an expedited trial: (i) whether the claimant holds a tenancy (or any part of one) or only a licence; and (ii) if a tenancy exists, whether the second defendant can oppose the grant of a new tenancy under s.30(1)(f) of the Landlord and Tenant Act 1954 on redevelopment grounds.

Procedural posture: The matter came after a without-notice hearing before Falk J who ordered reinstatement of the claimant and required the claimant to pay £10,000 per month while the restorative injunction was in effect. The present hearing addressed continuation of that injunction and issues of alleged non-disclosure on the without-notice application.

Issues framed by the court:

• Was there material non-disclosure on the without-notice application such as to vitiate the order?
• Did the claimant have an arguable case of a tenancy rather than a licence given the oral negotiations, alleged express terms and surrounding circumstances?
• How did the balance of convenience fall, including consideration of potential redevelopment (planning permission subject to a section 106 agreement), the claimant’s business loss, fire-safety concerns and adequacy of damages?

Court’s reasoning and findings: The judge applied established principles on non-disclosure and concluded the matters relied upon (unreliable filed accounts, discrepancies in reported employee numbers, and a solicitor’s letter about obstructing common areas) did not materially mislead the court at the without-notice hearing. On the substantive question, the court accepted the pleaded oral agreement could legally have given rise to a monthly periodic tenancy (the judge declined to determine the issue at the interim stage). Prudential uncertainty principles were considered but the judge held an implied periodic tenancy was a possible outcome of the facts pleaded. On balance, because the claimant would suffer potentially substantial and hard-to-quantify business loss from an immediate eviction and because it was not certain redevelopment would proceed imminently, damages would be inadequate and the injunction should continue to trial. The judge required fortification of the undertaking in damages and fixed £250,000 to be paid into court within days, maintained the monthly £10,000 payment, preserved defendants’ reasonable rights of entry to carry out surveys, and directed an expedited three-day trial of the two preliminary issues.

Wider context: The judgment recognises the commercial and planning context (a likely resolution to grant planning permission subject to a s.106 agreement) and emphasises the court will not pre-judge the ultimate redevelopment outcome at an interim stage. The judge also considered public-safety concerns under the Regulatory Reform (Fire Safety) Order 2005 but concluded the claimant, as occupier, bore primary responsibility.

The judge continued the interim injunction until an expedited trial of two preliminary issues (whether the claimant holds a tenancy or only a licence; and if a tenancy exists, whether the landlord can oppose a new tenancy under section 30(1)(f) of the Landlord and Tenant Act 1954). The injunction was not discharged for alleged non-disclosure because any failures were not materially misleading. Continuation was justified on the balance of convenience as damages would be inadequate; however the claimant was ordered to fortify its undertaking in damages by payment of £250,000 into court, to continue the monthly £10,000 payment, and to allow the defendants reasonable access for surveys and tests.