Bennets Courtyard Limited v Bennets Courtyard Airspace Limited

For collective enfranchisement, the reversioner is ordinarily the registered legal owner of the freehold at the time the initial notice is given. An equitable owner awaiting registration is not thereby the reversioner for the purposes of section 13 of the Leasehold Reform, Housing and Urban Development Act 1993. The retrospective priority effect of section 74 of the Land Registration Act 2002 does not make the equitable owner the legal owner for every purpose. The statutory formalities are mandatory: the initial notice must be given by the qualifying tenants to the person who is then the reversioner. A copy subsequently reaching the correct person, or a later appointment of a substitute reversioner, does not retrospectively validate defective service. Estoppel requires proof of reliance and detriment; apparent acceptance of an initial notice is insufficient without evidence of detrimental reliance.

Bennetts Courtyard Limited, acting as nominee purchaser for 32 qualifying tenants, appealed against the dismissal of its claim under section 25 of the Leasehold Reform, Housing and Urban Development Act 1993. The initial notice concerned the freehold of residential premises and a lease of roof space and airspace.

At the date of service, the transfer of the freehold to Bennets Courtyard Freehold Limited had completed and was awaiting registration. The registered proprietor remained Long Term Reversions (Dulwich) Limited. The initial notice was addressed to the unregistered transferee, with copies sent to other entities connected with the airspace lease. The principal issues were whether the unregistered transferee was the reversioner, whether later registration or substitution cured any defect, whether the registered proprietor had received the notice, and whether estoppel arose from subsequent conduct.

1. Appeal dismissed. The initial notice was not validly given because it was not given to the reversioner required by section 13(2)(a)(i) of the Leasehold Reform, Housing and Urban Development Act 1993.
2. Under paragraph 1 of Schedule 1, read with section 9(2)(a), the relevant person was the legal owner of the freehold at the date of service. During the registration gap the registered proprietor remained the legal owner. The unregistered transferee’s equitable ownership and entitlement to registration did not make it the reversioner for this technical statutory purpose. The role of the reversioner is to act for itself and other relevant landlords in the statutory process, which supports a readily identifiable legal owner.
3. Section 74 of the Land Registration Act 2002 concerns the effective date of registration for priority purposes. It does not treat an applicant whose title later relates back as the legal owner for all purposes before registration. Applying that retrospective rule to the recipient of an initial notice would create uncertainty, particularly if registration failed.
4. The formal requirements governing service are mandatory. A copy of the notice reaching the registered proprietor through another relevant landlord would not amount to the participating tenants giving the initial notice to that person. Schedule 3, paragraph 13, distinguishes the statutory obligation to give the initial notice from the later obligation to circulate copies.
5. A person appointed later as reversioner under paragraph 3 of Schedule 1 is not retrospectively treated as the reversioner for receipt of the initial notice. The statutory language identifies the person who is reversioner when the notice is given.
6. BCAL’s conduct before the later appointment and its service of a counter-notice objectively proceeded on the basis that the initial notice was valid. Nevertheless, estoppel failed because BCL had not proved reliance causing detriment. Those matters could not be assumed, particularly where BCL had specialist legal representation.
7. The challenge to the trial judge’s factual finding that LTR had not received the notice also failed. An appellate court will not interfere with such a finding unless it is plainly wrong or not rationally supportable.

• High Court (Business and Property Courts): On appeal from the order of HHJ Raeside KC dated 2 June 2025, the appeal was dismissed.
• County Court at Central London: The claim under section 25 of the Leasehold Reform, Housing and Urban Development Act 1993 was dismissed because the initial notice had not been given to the reversioner.