The 2007 case of Anderson Antiques (UK) Ltd v Anderson Wharf (Hull) Ltd & another centred upon a development site in Kingston-Upon-Hull owned by Anderson Antiques (UK) Ltd ("Antiques"). Anderson Wharf (Hull) Ltd ("Wharf") was a single purpose vehicle set up to acquire Antiques' land. Its sole director and shareholder was Philip Akrill, the second defendant.
In February 2007, Wharf entered unilateral notices on the title register for Antiques' land on the basis that it had acquired an interest in the land by virtue of a proprietary estoppel.
Wharf claimed that the proprietary estoppel had arisen in its favour as a result of a meeting which took place between Mr Akrill and Mr Anderson, the controller of Antiques, late in the evening of 12 September 2006. Mr Akrill claimed that, in the course of that meeting (at which, according to Briggs J's judgment, it was "common ground that drink flowed on that occasion"), Mr Anderson verbally agreed to sell the development site to Wharf for £2 million. Wharf claimed that, in reliance upon that agreement, it had incurred various costs and it would be unconscionable to allow Antiques to back out.
Briggs J did not appear at all impressed by the defendants' position. He found that Wharf's position was inconsistent with the documentary evidence which had been produced, which included:
- letters from Wharf's solicitors after 12
September 2006 which expressly stated that Wharf had no
interest in the site;
- the fact that Wharf took part in a formal tender process
in December 2006 and made an opening bid of £1.55
million without raising any objection on the basis of the
alleged prior agreement; and
- the fact that there was no evidence of Wharf having
incurred any expenditure in detrimental reliance on the
alleged agreement.
Briggs J held that the notices had been entered without reasonable cause, in breach of section 77 of the Land Registration Act 2002. He granted summary judgment in relation to Antiques' application for a declaration that Wharf had no interest in the property and made an order requiring the removal of the unilateral notices.
Briggs J also went on to find that the circumstances, namely where Mr Akrill was effectively the embodiment of Wharf, were "a clear case of procurement of the commission of the tort of the application for a notice without reasonable cause by [Wharf], sufficient to make [Mr Akrill] also liable."
Although the facts of this case are somewhat unusual - one does not often come across litigation which is based on something which happened at a boozy late night meeting and which is so flatly contradicted by subsequent documentary evidence - it does demonstrate that the Court will not allow those who control companies to hide behind the corporate veil if the circumstances require otherwise. Briggs J did not make any finding on the question of whether damages should be paid by the defendants, since Antiques had not yet produced evidence that it had suffered any loss. However, if damages were payable the effect of Briggs J's decision would be that the judgment could be enforced against both Wharf (if it had any assets) and Mr Akrill personally.
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