Peter James Horsman & Ors v His Majesty's Attorney General & Anor

English law recognises a foreign corporate merger as producing universal succession where the law of the place of incorporation provides for the automatic transmission of the predecessor’s assets and liabilities. Continuity of legal personality between the predecessor and surviving company is not an essential condition. The surviving company may therefore acquire English immovable property by operation of the foreign law and exercise the owner’s powers under Land Registration Act 2002 without first being registered as proprietor. Section 27 does not apply because universal succession is not a registrable transfer or other listed disposition. Its provision for dispositions by operation of law does not enlarge that list.

The claim concerned Crowsmarsh, an English registered residential property held by a British Virgin Islands company, ZRH Nominees (0048) Ltd. In 2017 that company merged with other BVI companies, with ZRH Nominees Limited as the surviving company. Under BVI law, the assets and liabilities of the merging companies vested automatically in the survivor, but the English register remained in the former company’s name.

The surviving company later transferred the property to trustees. HM Land Registry questioned whether the merger vested English land in the survivor and refused registration. The claimants sought declarations concerning universal succession and the surviving company’s power to transfer. Alternative vesting orders were also claimed.

1. Universal succession. The BVI merger operated in substance as universal succession. Under BVI Business Companies Act 2004, s 173, the surviving company acquired the rights, assets, liabilities and obligations of the constituent companies automatically. English conflict-of-laws rules recognise such succession according to the law of the place of incorporation.
2. Continuity of legal personality is not a prerequisite. The authorities, including First National Bank of Greece v Metliss, Toprak Enerji Sanayi v Sale Tilney Technology plc, Eurosteel Limited v Stinnes AG and A v B, showed that the substance of the foreign-law transaction is decisive. A successor may acquire the whole undertaking by transmission, rather than by separate transfers, even if it does not continue the predecessor’s legal personality. The Kommunar was not a universal-succession case and did not establish a contrary requirement.
3. Land registration. The transmission of title was not a “transfer” or other disposition listed in Land Registration Act 2002, s 27(2), requiring registration. Section 27(5) merely applies the section to listed dispositions arising by operation of law; it does not expand the list. It was therefore unnecessary for the surviving company to be registered as proprietor before transferring the property.
4. The surviving company acquired the owner’s powers under Land Registration Act 2002, s 23. A declaration was accordingly made that it had succeeded to title and could transfer the property. The alternative claims were unnecessary. The court nevertheless recorded that, had they been required, a vesting order under Trustee Act 1925, s 44 would have been appropriate because the former company held the property on trust for the claimant trustees.