Rosedale ADL Ltd v HM Attorney General (1) and The Crown Estate Commissioners (2)- PT-2022-000716
The Claimant sought a vesting order under s.44(ii)(c) of the Trustee Act 1925 in respect of the unregistered freehold title to certain pasture land in Roydon known as field #297 (“the Property”).
The Attorney General consented to a vesting order being made.
Master Pester made a vesting order at the first hearing of the Claimant’s Part 8 Claim heard by MS Teams on 26 January 2023, delivering judgment orally.
A company (“Old Co”) was dissolved as part of a reconstruction on 17 June 2005. All of its assets were to be transferred to two newly incorporated companies (one of which was the Claimant) pursuant to a reconstruction agreement dated 1 June 2004 (“the Agreement”).
Although a transfer of neighbouring registered pastureland (fields #300 and #301) had been completed prior to the dissolution of Old Co, the Property was mistakenly not transferred to the Claimant prior to Old Co’s dissolution. Without access over the Property, fields #300 and #301 would have been landlocked.
At the time of its dissolution, Old Co remained the legal owner of the Property.
Pursuant to the Agreement, Old Co had agreed to sell and the Claimant agreed to buy the Property (and other assets, including fields #300 and #301), in consideration for which it was agreed by Clause 3.2 that the Claimant “shall allot and issue the Newco 2 Consideration Shares, credited as fully paid, at the request and direction of the Liquidator (which the Liquidator gives) to the Shareholders set out in Column 4 of Schedule 1”.
The Newco 2 Consideration Shares were defined as “the 99,999 shares of £1 each in [the Claimant] to be allotted under Clause 3.2.1”.
There was no clause 3.2.1 in the Agreement. However, Master Pester was satisfied that on a true construction, this was intended to be a reference to Clause 3.2.
Schedule 1 to the Agreement did not contain a column labelled “4”. Rather, it contained two Parts, each containing a table with three columns. Master Pester was satisfied that in light of various indications in other provisions of the Agreement that, on a true construction, the reference to Column 4 of Schedule 1 was intended to be a reference to the first column of the table in Part 2 of Schedule 1, which identified the two shareholders in Old Co intended to be shareholders of the Claimant (one such share already having been issued).
Prior to the dissolution of Old Co, a further 99,999 shares of £1 each in the Claimant had been allotted and issued, credited as fully paid, to those shareholders, so that each had 50,000 shares, as specified in the third column of the table in Part 2 of Schedule 1 to the Agreement.
Accordingly, Master Pester held that, the consideration having been performed, the Property had been held for the Claimant by Old Co on a bare vendor-purchaser constructive trust at the time of the dissolution of Old Co, and, applying Re Strathblaine Estates [1948] Ch 228, Hamilton v Attorney General [2022] EWHC 2132 (Ch) and Dixon v Crown Estate Commissioners [2022] EWHC 3256 (Ch), the Claimant was entitled to seek a vesting order pursuant to s.44(ii)(c) of the Trustee Act 1925.
A vesting order was made vesting the freehold title to the Property in the Claimant.
The Crown Estate Commissioners did not play any substantial role in the proceedings, having been included as defendant to an alternative claim under s.181 of the Law of Property Act 1925, to be pursued only in the event that no order was made under s.44 of the Trustee Act 1925.
Toby Boncey appeared for the Claimant, instructed by Maples Teesdale LLP.
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