Bennets Courtyard: serving an enfranchisement notice on an unregistered transferee does not satisfy the 1993 Act

In Bennets Courtyard Limited v Bennets Courtyard Airspace Limited [2026] EWHC 1119 (Ch), Mr Justice Trower dismissed an appeal against the County Court's refusal to make an order under section 25 of the Leasehold Reform, Housing and Urban Development Act 1993. The central question — on which no binding authority had previously been provided — was whether "the person who owns the freehold of those premises" in paragraph 1 of Schedule 1 to the 1993 Act can refer to a person who holds only an equitable interest during the registration gap between completion and registration of a freehold transfer.

The collective enfranchisement claim related to 52 flats at Bennets Courtyard, Watermill Way, London SW19. The nominee purchaser, BCL, served its initial notice in December 2022 on BCFL, which had completed the purchase of the freehold in September 2022 and applied for registration in October 2022, but which had not yet appeared on the register as proprietor when the notice was given. The airspace above the building was the subject of a separate leasehold interest, and its proprietor — ultimately BCAL — was appointed reversioner in place of BCFL by order of Judge Saggerson in February 2023, following injunctive proceedings. BCAL then served a counter-notice valuing the airspace lease at £1.5 million against BCL's proposed £1,000.

Trower J upheld the County Court's finding that the reversioner for the purposes of the 1993 Act is the registered proprietor of the freehold at the date of the initial notice, not an equitable owner awaiting registration. The Court drew on a coherent line of authority — including Renshaw v Magnet Properties [2008], Pye v Stodday Land Ltd [2016], and the Court of Appeal's recent decisions in Assethold [2024] and Cresta Court [2025] — holding that where a statutory scheme requires notice to be given to or by a landlord, it is the legal, not the equitable, owner who matters.

BCL's reliance on section 74 of the Land Registration Act 2002, which treats registration as having effect from the date of the application, was rejected. The Court held that section 74 operates for priority purposes once registration is completed; it does not retrospectively recast the identity of the proper recipient of a notice served before registration occurred. Treating the retrospective effect of section 74 as bearing on the identity of the reversioner would, the Court found, introduce inherent uncertainty, given the possibility that any application to register might ultimately fail.

The Court also declined to accept that the ample information-gathering powers under section 11 of the 1993 Act, or the notification obligations under the Landlord and Tenant Acts 1985 and 1987, provided a sufficient answer. Those mechanisms do not give tenants a reliable means of identifying equitable owners at the moment of serving an initial notice, and extending the inquiry to equitable interests would render the enfranchisement process materially more complex and expensive. As Falk LJ had observed in Assethold, an unregistered transferee can adequately protect itself by ensuring that the transfer documentation obliges the seller to pass on any notices received before registration and to act on the buyer's instructions during that period.

Three further grounds of appeal were also dismissed. The Court held that a copy of the initial notice had not been proved to have been given to LTR, the registered proprietor at the time, and that even if it had, a copy received indirectly would not satisfy the mandatory requirement under section 13(2)(a)(i) that the notice be given to the reversioner by the participating tenants. The subsequent court-ordered substitution of BCAL as reversioner had no retrospective effect on the validity of the original notice: the natural meaning of "the reversioner" in section 13 is the person holding that role at the moment the notice is given. Finally, whilst the Court accepted that BCAL's conduct — in seeking appointment as reversioner, and in serving a counter-notice without reservation — constituted an unequivocal representation that the initial notice was valid, BCL had adduced no evidence of detrimental reliance, and the estoppel argument therefore failed.

The judgement provides the first binding High Court analysis of who constitutes the reversioner where a freehold transfer has completed but not yet been registered. It firmly aligns collective enfranchisement practice with the broader principle that, for the purpose of statutory notice provisions in property law, the legal owner identified on the register takes precedence over any equitable interest holder.