Alison Court Management Company Ltd v The Crown Estate Commissioners

Under Law of Property Act 1925, section 181, a vesting order may be made where dissolution has determined the legal estate and the claimant proves entitlement to the property as if the estate had continued. The claimant need not show that every further step required to complete the intended transfer would have been effective. An agreement to transfer, supported by contemporaneous evidence and subsequent conduct, may establish the necessary entitlement. The court retains a discretion and may vest the property where that is fair and practical, particularly where the claimant has long acted as owner and no competing claim exists.

Alison Court Management Company Ltd brought a Part 8 claim seeking vesting of freehold titles relating to a development of nine flats. The titles remained registered in the names of two dissolved developer companies and had ultimately escheated to the Crown. Alison Court relied on sparse historical correspondence, its management of the development, and evidence that the freeholds had been intended to be transferred to it.

The issue was whether the statutory conditions for a vesting order under section 181 of the Law of Property Act 1925 were satisfied and, if so, whether the discretion should be exercised in its favour.

1. Statutory conditions. The dissolution of the developer companies had determined the legal estates, through escheat to the Crown. The first condition under section 181 of the Law of Property Act 1925 was therefore satisfied (paras 8, 16).
2. Alison Court also established, on the balance of probabilities, that it would have been entitled to the properties had the estates remained subsisting. The correspondence from the developers’ solicitors, the intended ownership structure, the absence of any competing claim, and Alison Court’s subsequent conduct demonstrated that an agreement to transfer the freeholds had been reached (paras 17–20).
3. Following UBS Global Asset Management (UK) Ltd v Crown Estate Commissioners and Quadracolour Ltd v Crown Estate Commissioners, it was not material that further steps might have been needed to make the claimant’s rights enforceable. This was not, as in Lizzium Estates Limited v Crown Estates Commissioners, a case lacking any underlying agreement. The difficulty concerned execution of an existing agreement (paras 21–23).
4. The discretion should be exercised in Alison Court’s favour. It had managed, maintained, insured and funded the estate for many years, while the leaseholders and directors believed that it owned the freehold. Vesting the freehold was therefore fair, practical and appropriate. An order was made vesting the freehold in Alison Court Management Company Ltd (paras 24–25).