Capital Developments Waterloo Ltd v Talha Ali Mohiyuddin

Introduction

1. The issue in this case is whether the Applicant is entitled to remove a unilateral notice entered on the title the above property (registered with title MS322997). Unilateral notices were entered in respect of a number of agreements for leases for the proposed development of the property. The development consisted of the conversion of the existing office block into 44 residential apartments over 5 floors.

2. The Respondent’s unilateral notice refers to Flat G05, Sky Gardens, Crosby Road North, Liverpool (‘the Flat’) (Sky Gardens, Crosby Road being the name of the new development). This entry was made on 20 December 2018 and appears at item 86 on the Charges Register. The Flat is also known as Flat

52.

3. The Applicant and the Respondent entered into an Agreement for a Lease of the Flat on 16 November 2018. The term of the Lease was 250 years from 1 January 2017. The premium was £55,995.00 of which £19,598.25 was paid as a deposit.

4. Clause 6 of the Agreement provided that as soon as reasonably practicable after practical completion (defined as the Flat being practically complete, ready for occupation and use and accessible according to the terms of the agreement and the property specification) the landlord was to serve a practical completion certificate on the tenant. The completion date for the grant of the lease was provided to take place 10 working days after the practical completion date, ie the date of practical completion stated in the practical completion certificate.

5. At the time of the Agreement, the Respondent’s solicitors were Allchurch Property Lawyers Limited. Allchurch solicitors went into administration shortly after the Agreement was entered into. As I understand it, AI Law then took over, and AI Law became PMPL solicitors.

6. Ideal Corporate Solutions were appointed as administrators of the Applicant on 7 June 2022.

7. On 9 August 2023 the solicitors acting for the Applicants, Kuit Seinart Levy (known as Kuits,) served a notice to complete at the home address of the Respondent. The notice enclosed the practical completion certificate and required completion to take place on 25 August 2023.

8. The Certificate of Practical Completion was prepared by Tower Grange Finance and was issued on 19 June 2023.

9. Completion did not take place. Kuits served a further notice to complete at the Respondent’s home address on 27 September 2023, requiring the Respondent to complete the sale of the lease within 10 working days, that is to say by 12 October 2023. By condition 6.8.2 of the Standard Conditions of Sale Residential Property (5th ed) time was of the essence.

10. On 15 November 2023, the Applicant rescinded the Agreement with immediate effect.

11. By an application dated 22 November 2023 the Applicant applied to remove the unilateral notice.

12. The Respondent objected on 15 March 2024. The hand written objection stated as follows: ‘I object to the transfer process of my property Flat GO5 Sky Gardens has been delayed drastically by the solicitors, Kuits Manchester, of the builder Capital Developments Waterloo Ltd. The necessary transfer/legal documents have still not been provided to my solicitors, Bartletts, Liverpool. Please request Kuits to send these documents. Kuits Solicitors is required to cooperate and send legal documents to Bartletts or to AI Law for completing the legal transfer of the keys to my apartment GO5 Sky Gardens in Liverpool’.

13. The matter was referred to the Tribunal on 13 June 2024. Evidence

14. On behalf of the Applicant, I heard evidence from Andrew Rosler and Sebastian Wahlstrom. Mr Rosler is an insolvency practitioner with Ideal Corporate Solutions and is the authorised officer of the Applicant in this matter. Mr Walhstrom is a solicitor with Kuits.

15. Ideal Corporate Solutions instructed Kuits to deal with the sale of the units and parking spaces at the Sky Gardens Development on 28 September 2022, and to serve the relevant notices to complete.

16. Mr Walhstrom referred to the dispatch receipt and the proof of delivery signed, it is said, by the Respondent in relation to the notice delivered on 10 August 2023. The signature is in the name of T Ali. The Respondent in any event accepts that he received the second notice dated 27 September 2023, although he disputes receipt of the first notice.

17. It is also clear from the documentation that attempts were made by Kuits to contact the solicitors then instructed by the Respondent. On 27 September 2023 Kuits emailed PMPL solicitors who responded the same day saying they were not instructed.

18. The Respondent contacted Kuits on 4 December 2023 asking them to contact Bartletts Solicitors so that completion could take place. Mr Walhstrom duly contacted Louise Nelson at Bartletts and was informed that they too were not instructed.

19. The Applicant’s position is that it was only after the Agreement was rescinded that any attempt was made by the Respondent to contact Kuits. The Respondent also declined to negotiate with the Applicant after the application to remove the unilateral notice was made.

20. In the circumstances, it is the Applicant’s evidence that there was no delay on the part of Kuits nor any refusal, as is alleged, to provide the necessary documentation to allow completion to take place. The Respondent was given two opportunities to complete. The failure to do so entitled the Applicant to rescind the Agreement and to apply for the removal of the unilateral notice.

21. The Respondent’s case, as it emerged at the hearing, was that, as stated above, he did not receive the initial notice apparently signed by him on 10 August 2023 but did receive the second notice and the notice informing him that the Agreement had been rescinded. He stated that, at this point, he contacted Kuits many times but was told that contact should be made by his solicitor. He also stated that he was in touch with Bartletts between July and October 2023. Bartletts were, he said, instructed after A1 Law who were instructed after Allchurch solicitors went into administration. In cross examination the Respondent also stated that he was not able to pay the balance of the purchase price in November 2023, and that Bartletts also required more money to be able to take over the file from A1 Law.

22. The Respondent’s evidence regarding the various solicitors referred to above was confusing and unclear. He was also not able to state what documents had been asked for from Kuits or to explain in any way how Kuits delayed matters. Conclusion

23. There is no issue as to the relevant legal principles which apply both the entry of a notice in respect of an interest affecting a registered estate and as to its removal ( see sections 34 and 36 of the Land Registration Act 2003). The Respondent was entitled to the benefit of a notice so long as he continued to have an interest in the Flat.

24. That interest was determined when the Applicant rescinded the Agreement following the failure by the Respondent to complete the lease.

25. I am satisfied that he received both notices to complete, and the notices of rescission. The documentary evidence in relation to the first notice (9 August 2023) is, in my judgment, clear. In any event the Respondent accepts that he received the second notice and the notice of rescission.

26. There was no obligation on the Applicant to serve the notices on his solicitors. Again, it is clear that the solicitors referred to in the Agreement had ceased to practice by the time of the service of the notices. When asked to contact other solicitors, Kuits acted promptly, only to be told that the solicitors in question were not instructed.

27. The claim made by the Respondent that the reason for non completion was due to Kuits delays in sending documents is, in my judgment, fanciful. Clause 12 of the Agreement provides, as one would expect, that the landlord’s title to the Flat had been deduced to the tenant’s conveyancer before the date of the agreement, and no issues could be raised by the tenant except in relation to matters arising out of the tenant’s pre completion searches at the Land Registry.

28. As stated above, the Respondent only contacted Kuits after the rescission of the Agreement.

29. I will accordingly order the Chief Land Registrar to give effect to the Applicant’s application to remove the unilateral notice. This only leaves the question of costs. As the successful party, the Applicant is in principle entitled to costs. A schedule in Form N260 or the like is to be filed and served by 25 August 2025. The Respondent may, within 14 days of receipt of the schedule, either object in principle and/or object to the amount sought. I will then consider the matter on paper. BY ORDER OF THE TRIBUNAL Judge Ann McAllister Dated this 8th day of August 2025