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You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Quadrini v Wine Cellar Ltd (t/a Booze Buster) [2006] EWHC B4 (Ch) (21 November 2006) URL: https://www.bailii.org/ew/cases/EWHC/Ch/2006/B4.html Cite as: [2006] EWHC B4 (Ch) |
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CHANCERY DIVISION
LEEDS DISTRICT REGISTRY
B e f o r e :
____________________
MICHAEL QUADRINI | Claimant | |
AND | ||
(1) WINE CELLAR LIMITED (TRADING AS BOOZE BUSTER) | ||
(2) COTIL INVESTMENTS LIMITED | Defendants |
____________________
Crown Copyright ©
1. Introduction
2. Representation
3. Witnesses
4. The Facts
4.1. 10 Baxtergate
The property comprises about one quarter (on plan) of a large block which fronts directly onto Baxtergate. The harbour is approximately 100 yards away to the rear of the block. The block is four storeys high but [Greenalls Cellars] occupy only the first 2 floors. We understand that the second and third floors are occupied by a discotheque but there was no access to these floors
The building is constructed in brick with stone facing blocks. The external walls are about 600mm thick. We do not know the age of the property but suspect it was constructed about 100 years ago.
4.2. Cellar 5
4.3. Mr Quadrini and the purchase of the Angel Hotel
4.4. Occupation of 10 Baxtergate by Cellar 5 and Wine Cellar.
Mr Jackson
Mr Forsyth
Mr Gaskell
No | Type | Cellar 5 Basic Address |
Code | Postal Address | Tenure Title Root of Title | Price (£) | Price (£) | Price (£) |
120 | BB | 6160BB WHITBY | 6160 | 10 Baxtergate, Whitby |
FH | 140,000 |
5. Mr Quadrini's title
ALL THAT freehold and leasehold land being the Angel Hotel as the same is contained in Title Number NYK95034
AND ALSO ALL THAT freehold and leasehold land together with the buildings erected thereon or some part thereof and known as Laughtons 9 and 9a Baxtergate Whitby as the same is comprised in a Conveyance dated 15th July 1988 and made between Donald Thornham Dunwell (1) and Maltfine Properties Limited (2)
6. Cotil's Title
6.1. 18th century Leases
6.2. Conveyance dated 17th March 1891 to Thomas Parrington
ALL THAT hotel called the Angel Hotel and all that large hall or public room called Saint Hildas Hall and the sale shop adjoining formerly occupied as a wholesale jet ornamental warehouse but then as a fruiterers shop WHICH said hereditaments and premises were situate in Baxtergate in Whitby aforesaid and were formerly in the occupation of William Dawson or his undertenants afterwards of William Piercey but then or late of Robert Ward and William Dowell AND ALSO ALL THAT messuage or dwellinghouse and shop situate in Baxtergate aforesaid and as the same was formerly
in the occupation of Isaac Greenbury afterwards of Robert Wakefield but then of Messieurs Skelton & Son AND ALSO ALL THAT yard adjoining to and on the East side of the said Hotel and last mentioned messuage or dwellinghouse and shop (the site of which hotel messuages shops and yard was more particularly delineated on the plan drawn in the margin of an Indenture dated the 12th May 1869 and made between the said Mark Weighill of the one part and the said William Piercey of the other part and thereon coloured yellow green and brown)
TO HOLD as to such part of the said hereditaments as was of freehold tenure unto and to the use of the said Thomas Parrington in fee simple subject nevertheless to such parts thereof as were subject thereto to the yearly ground rent of 10/- payable to the Lord of the Manor of Whitby aforesaid And as to such part of the said hereditaments and premises as were of leasehold tenure To hold the same unto and to the use of the said Thomas Parrington for the residue of a term of 999 years created by a Lease of the 20th September 1750 subject to the yearly rent of 17/6 and to the performance of suit and service to the Lord of the Manor of Whitby aforesaid And as to such other part of the said hereditaments as were leasehold To hold the same unto and to the use of the said Thomas Parrington for the residue of a term of 900 years created by a Lease of the 19th September 1758 subject to the yearly rent of 2/6 and to the performance of suit and service to the Lord of the Manor of Whitby aforesaid
6.3. Vesting Deed 23rd January 1928
ALL THAT Hotel called the Angel Hotel and all that large hall or public room called Saint Hildas hall and the sale shop adjoining formerly occupied as a wholesale jet ornamental warehouse fruiterers shop occupied by Richard Vasey WHICH said hereditaments and premises are situate in Baxtergate in Whitby aforesaid AND ALSO ALL THAT messuage or dwellinghouse and shop situate in Baxtergate aforesaid as the same was late in the occupation of Messieur Skelton & Son and now of Robert Whiteley Walker and Numbered 10 in Baxtergate aforesaid AND ALSO ALL THAT yard adjoining to and on the East side of the said Hotel and last mentioned messuage or dwellinghouse and shop
6.4. The conveyance dated 24th February 1928 in favour of Spencer Brockhurst Dean
ALL THAT Hotel called the Angel Hotel and all that large hall or public room called Saint Hildas hall and the sale shop adjoining formerly occupied as a wholesale jet ornamental warehouse fruiterers shop occupied by Richard Vasey WHICH said hereditaments and premises are situate in Baxtergate in Whitby aforesaid AND ALSO ALL THAT messuage or dwellinghouse and shop situate in Baxtergate aforesaid as the same was late in the occupation of Messieur Skelton & Son and now of Robert Whiteley Walker and Numbered 10 in Baxtergate aforesaid AND ALSO ALL THAT yard adjoining to and on the East side of the said Hotel and last mentioned messuage or dwellinghouse and shop
ALL WHICH hereditaments above described and thereby conveyed and assigned for the purpose of description only and not by way of warranty shown on the plan drawn thereon and thereon coloured red and form part of the hereditaments conveyed and assigned to the said Thomas Parrington by a deed of the 17th day of March 1891 and made between Alfred Cooke of the one part and the said Thomas Parrington of the other part
6.5. The Indenture dated 3rd March 1928 in favour of Robert Whiteley Walker.
All that messuage or dwellinghouse shop and premises with the appurtenances thereto belonging situate and being Number 10 in Baxtergate in Whitby in the County of York as the same are now occupied by the Purchaser Together with one half in width of the roadway on or towards the East of the said premises leading from Baxtergate aforesaid to the New Quay and the Angel Hotel in Whitby aforesaid so far as such roadway is co-extensive with the ground floor of the hereditaments hereby assured Subject nevertheless to such rights of way as now exist over the same roadway .... proportionate part of the said yearly ground rent ....proportionate part of the said yearly rent ...etc.
6.6. Conveyance dated 24th April 1941 in favour of Thomas Relton
all that messuage or dwellinghouse shop and premises with the appurtenances thereto belonging situate and being No10 in Baxtergate Whitby aforesaid as the same are now occupied by Mr Walker TOGETHER with one half in width of the roadway on or towards the East leading from Baxtergate aforesaid to the new Quay and the Angel Hotel in Whitby aforesaid so far as such roadway is co-extensive with the ground floor of the hereditaments hereby assured ....Subject to but with the benefit of the Agreement and Declaration contained in a certain Conveyance and Assignment dated the 3rd day of March 1928 and made between Spencer Brockhurst Dean of the one part and the testator of the other part relative to the main and boundary walls of the property hereby assured and to rights of support and other easements".
6.7. Conveyance 16th May 1973 to Vaux
No 10 Baxtergate, Whitby (including one half of the roadway at the East side thereof).
"ALL THAT messuage or dwellinghouse shop and premises with the appurtenances thereto belonging situate and being Number 10 in Baxtergate Whitby ...TOGETHER with one half in width of the roadway on or towards the East leading from Baxtergate aforesaid to the New Quay and the Angel Hotel ...so far as such roadway is co-extensive with the ground floor of the property hereby assured but subject to such rights of way ..."
6.8. Transfer dated 13th January 1992 to Cellar 5
10 Baxtergate being the property described in the Third Part of the Schedule to a conveyance and assignment dated 16 May 1973 ...being part freehold and in part leasehold ....
6.9. The Management Buy Out.
6.10. The transfer in favour of Cotil dated 9th April 2003.
All that freehold property situate at and known as 10 Baxtergate, Whitby, North Yorkshire YO21 1BW and shown for identification purposes only edged red on the plan annexed hereto
6.11. The position of Wine Cellar
7. The Law
7.1. Common Ground
1. It was accepted by Mr Horne that the failure by Cellar 5 to register the 1992 Transfer at H M Land Registry within the 2 month statutory period means that the Transfer was void at law after 2 months. It was accepted by Miss Hutton that this did not prevent Cellar 5 obtaining an equitable interest.
2. It was accepted by Mr Horne that the effect of registration was to confer on Mr Quadrini a legal estate in fee simple absolute in possession in 10 Baxtergate notwithstanding that Mr Quadrini may not have had any title to 10 Baxtergate by virtue of his unregistered title.
3. It was accepted by Miss Hutton that in so far as the unregistered transfer to Mr Quadrini purported to convey title to 10 Baxtergate, Mr Quadrini's unregistered title to 10 Baxtergate would have been subject to any equitable interests of which he had constructive notice at the date of completion (19th February 1996). Miss Hutton referred me to section 199 of the Law of Property Act 1925. Mr Horne did not challenge the analysis under section 199. He, however, submitted that it was irrelevant to any issue that I had to decide. This was because of the subsequent registration of Mr Quadrini's title. Once Mr Quadrini's title was registered the only relevant question was whether it was subject to an overriding interest.
4. It was further accepted by Miss Hutton that Mr Quadrini's registered title to 10 Baxtergate would take effect subject to any overriding interest under section 70(1)(g) of the Land Registration Act 1925 namely "The rights of every person in actual occupation of the land or in receipt of rents and profits thereof, save where enquiry is made of such person and the rights are not disclosed".
5. In relation to section 70(1)(g) it was agreed that:
1) In order to establish a right for the purpose of an overriding interest Cotil had to establish a legal or equitable interest in 10 Baxtergate at the relevant date. A mere licence to occupy was insufficient.1
2) The right must also be coupled with actual occupation of the interested party. It was sufficient for Cotil to establish that Cellar 5 was in occupation of part of 10 Baxtergate as at 31st December 1997. It was not necessary to prove occupation of the whole.2
3) The relevant date for the purpose of establishing an overriding interest was the date of first registration of Mr Quadrini's title 31st December 1997. Thus it was necessary to prove that Cellar 5 had an equitable interest in 10 Baxtergate as at 31st December 1997.3
6. It was accepted by Miss Hutton that any overriding interest in 10 Baxtergate that was vested in Cellar 5 as at 31st December 1997 was capable of being transferred to Cotil whether or not Cellar 5 or Cotil were or remained in possession of 10 Baxtergate after that date4
7.2. Standard of Proof
A doubtful title is one which the vendor cannot prove with certainty to be good and which is therefore in law bad. A title is not necessarily doubtful merely because a doubt is raised with regard to it. Commonly the doubt will relate to a blot which has been cured by lapse of time so that any adverse claims have been barred. In such a case a court will attempt to resolve the doubt and "if the facts and circumstances are so compelling to the mind of the court that the court concludes beyond reasonable doubt that the purchaser will not be at risk the court should declare in favour of a good title being shown5"
8. The issues
was effective only to transfer the freehold interest (if any) of Cellar 5 in 10 Baxtergate. She drew to my attention that the interest of Cellar 5 was in part leasehold. As it was impossible to establish which part was leasehold and which part was freehold, the transfer was ineffective to pass any interest to Cotil.
8.1. The transfer dated 9th April 2003.
"But I think I should preface my explanation of my reasons with some general remarks about the principles by which contractual documents are nowadays construed. I do not think that the fundamental change which has overtaken this branch of the law, particularly as a result of the speeches of Lord Wilberforce in Prenn v Simmonds [1971] 3 All ER 237 at 240242, [1971] 1 WLR 1381 at 1384 1386 and Reardon Smith Line Ltd v Hansen-Tangen, Hansen-Tangen v Sanko Steamship Co [1976] 3 All ER 570, [1976] 1 WLR 989, is always sufficiently appreciated. The result has been, subject to one important exception, to assimilate the way in which such documents are interpreted by judges to the common sense principles by which any serious utterance would be interpreted in ordinary life. Almost all the old intellectual baggage of 'legal' interpretation has been discarded. The principles may be summarised as follows.
(1) Interpretation is the ascertainment of the meaning which the document would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract.
[1998] 1 WLR 896 at 912F-913E.
(2) The background was famously referred to by Lord Wilberforce as the 'matrix of fact', but this phrase is, if anything, an understated description of what the background may include. Subject to the requirement that it should have been reasonably available to the parties and to the exception to be mentioned next, it includes absolutely anything which would have affected the way in which the language of the document would have been understood by a reasonable man.
(3) The law excludes from the admissible background the previous negotiations of the parties and their declarations of subjective intent. They are admissible only in an action for rectification. The law makes this distinction for reasons of practical policy and, in this respect only, legal interpretation differs from the way we would interpret utterances in ordinary life. The boundaries of this exception are in some respects unclear. But this is not the occasion on which to explore them.
(4) The meaning which a document (or any other utterance) would convey to a reasonable man is not the same thing as the meaning of its words. The meaning of words is a matter of dictionaries and grammars; the meaning of the document is what the parties using those words against the relevant background would reasonably have been understood to mean. The background may not merely enable the reasonable man to choose between the possible meanings of words which are ambiguous but even (as occasionally happens in ordinary life) to conclude that the parties must, for whatever reason, have used the wrong words or syntax (see Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] 3 All ER 352, [1997] 2 WLR 945).
(5) The 'rule' that words should be given their 'natural and ordinary meaning' reflects the commonsense proposition that we do not easily accept that people have made linguistic mistakes, particularly in formal documents. On the other hand, if one would nevertheless conclude from the background that something must have gone wrong with the language, the law does not require judges to attribute to the parties an intention which they plainly could not have had. Lord Diplock made this point more vigorously when he said in Antaios Cia Naviera SA v Salen Rederierna AB, The Antaios [1984] 3 All ER 229 at 233, [1985] AC 191 at 201:
' if detailed semantic and syntactical analysis of words in a commercial contract is going to lead to a conclusion that flouts business common sense, it must be made to yield to business common sense.
All that freehold property situate at and known as 10 Baxtergate, Whitby, North Yorkshire YO21 1BW and shown for identification purposes only edged red on the plan annexed hereto
8.2. The extent of Cellar 5's interest.
1. Both the March 1928 Conveyance and the April 1941 Conveyance contain a number of other descriptions of 10 Baxtergate from which it is possible to identify the land conveyed. The fact that it is now not possible to say what parts of the property were occupied by Mr Walker or his father does not defeat the whole conveyance.
2. The words "as the same are now occupied by the Purchaser" are only part of the description and do not require the court to ask what parts he occupied.
3. 10 Baxtergate is physically separate from the rest of the building. There is thus no difficulty in inferring the parts occupied by Mr Walker. This is confirmed by long usage. There is no evidence of any challenge to the occupation of any part of 10 Baxtergate including the first floor flat since 1928 or 1941.
4. As Mr Horne pointed out Mr Quadrini's title does not include ½ of the width of Angel Yard co-extensive with 10 Baxtergate. This is wholly consistent with Cellar 5's title deeds.
8.3. Constructive Notice and/or actual occupation by Cellar 5.
AND ALSO ALL THAT freehold and leasehold land together with the buildings erected thereon or some part thereof and known as Laughtons 9 and 9a Baxtergate Whitby as the same is comprised in a Conveyance
9. Conclusion
JOHN BEHRENS Tuesday 21 November 2006
1 Williams & Glyn's Bank Ltd v Boland [1987] 2 WLR 487
2Hodgson v Marks [1971] 1 Ch 892 and Ferrishurst Ltd v Wallcite Ltd [1999] 2 WLR 667 3Abbey National v Cann [1991] 1 AC 56 and paragraph 10.014 of Ruoff & Roper on Registered Conveyancing. It was submitted by Mr Horne and accepted by Miss Hutton that as this was an application for first registration by Mr Quadrini that did not involve a disposition of a registered interest the relevant date must be the date of registration.
4 London and Cheshire Insurance Co Ltd v Laplagrene Property Co Ltd [1971] 1 CH 499, section 101 (6) of the Land Registration Act 1925; and page 139 of the 1958 edition of Curtis & Ruoff on Registered Conveyancing
5 Citing Lord Russell of Killowen in MEPC v Christian Edwards [1981] AC 205 at 220