Paul Allen & Anor v Sines Parks Holdings Limited

When interim relief may effectively determine proceedings, the court must assess the applicant’s prospects of obtaining final relief and weigh the risks of injustice. An “overwhelming balance” of merits is not a strict test; it is part of the broader obligation to avoid injustice.

Where interim relief will not practically determine the proceedings, the American Cyanamid approach applies. The court should preserve the position pending trial where damages are inadequate for the applicant and the balance of convenience favours restraint.

Overreaching may detach interests from land and prevent them binding a purchaser’s lessees. Contractual rights surviving overreaching will not ordinarily justify specific performance where the claimant cannot perform the agreement as a whole.

The joint administrators of six companies applied for interim injunctions against Sines Parks Holdings Limited. The companies occupied sites as lessees after a chargee had sold the freeholds and the purchasers had granted leases to them.

The dispute concerned whether agreements under which the respondent claimed proprietary, contractual and mobile-home licensing rights survived the chargee’s sale and bound the purchasers or the companies. It also concerned the effect of the companies’ statutory moratoriums, the adequacy of the applicants’ cross-undertaking in damages, and whether interim relief would effectively dispose of the proceedings.

The application followed earlier interim hearings and a judgment dated 4 December 2023. The court also considered the companies’ issued claim seeking to restrain trespass.

1. Interim relief. The companies established a serious issue to be tried and sufficiently strong merits to justify interim relief, even assuming that the order might effectively dispose of the case. The “overwhelming balance” language in Cayne was not a strict test. It formed part of the broader assessment of the risks of injustice.
2. Overreaching. The respondent’s interests and rights, acquired while ICG’s charge was registered, were overreached when ICG exercised its power of sale. They detached from the land and could not continue against the companies as purchasers’ lessees. Properly construed as a whole, the sale agreement did not preserve those interests and rights through its provisions concerning “Third Party Agreements”.
3. Mobile Homes Act 1983. The respondent could not rely on the written statements to avoid overreaching. The statements fell outside the contractual definition relied upon and the respondent could not occupy a mobile home as its only or main residence for the purposes of section 1(2). The inheritance context of section 3(3)(b) did not extend that meaning.
4. Contractual rights. Personal rights under the transfer and settlement agreements did not justify specific performance. The transfer agreement had to be read as a whole. The respondent could not be ready, willing and able to perform it because the companies would not receive back the freehold title. A damages claim might remain.
5. Balance and undertaking. The American Cyanamid approach applied. The companies’ claim to protect exclusive possession and the administration was not adequately compensable in damages. The respondent’s intended activities were principally directed to profit and delay-related loss, for which damages were adequate. The balance favoured restraint. The applicants’ unlimited undertakings were adequate in the short term, but further evidence of their value and fortification was required.
6. An interim injunction restraining access to and egress from the sites and the sale of interests in the plots and relevant mobile homes, including assignment of written statements, was continued pending resolution of the undertaking issue. The parties’ settlement was ordered subject to necessary modifications.

The judgment records three interim hearings, including hearings on 24 November and 1 December 2023, and an earlier judgment handed down on 4 December 2023. No appellate decision is stated.