Clause in conveyance providing obligation on purchaser of land to improve parking facilities if land re-developed – Clause making no reference to successors in title – Whether obligation on purchaser binding upon successor in title – Judge finding successors in title not bound – Appeal dismissed
Bowater Packaging Ltd, (Bowater), owned land situated at Erwood Park, Stockport. By a conveyance dated September 17 1985 the western part of the land was conveyed to United Biscuits (UK) Ltd, (UB). The original site was cut in two by a spine road, Bowater retaining all the land to the east of the spine road and UB becoming owner of all the land to the west. Clause 3 of the conveyance gave each adjoining landowner appropriate rights of way over the spine road ” subject to the provisions of clause 4″. In its original form clause 4 placed an obligation on UB to improve the parking facilities on the land if it undertook re-development of it. By a variation deed made in 1991 a proviso was added to clause 4 to the effect that ” if Bowater shall redevelop the Bowater site before UB redevelops the UB site, then the provisions of the said clause shall forthwith cease and be of no further effect”.
A dispute arose because of the intention of the plaintiff, the successor in title of UB, to carry out certain re-development works on the land. The plaintiff sought declarations as to the construction and effect of the conveyance as varied, there being no mention of UB’s successors in title in clause 4 of the conveyance. The judge held and declared that the expression “the purchaser” meant UB personally and did not include its successors in title, and that the obligation imposed upon “the purchaser” to widen the spine road if it should carry out re-development to the property was not binding on the plaintiff as UB’s successor in title. The defendant appealed contending that, on the proper construction of clause 3, the reciprocal rights granted in that clause were to be subject to the burden of the application of clause 4 when the events it postulated occurred further contending that the position was governed by section 187(1) of the Law of Property Act 1925, and that what had been granted was an easement on the grant, which enured for the benefit of the land without any need to add the word “successors in title” to the word “purchaser” in clause 4 of the conveyance.
Held The appeal was dismissed.
The judge had been correct to conclude that it was plain as a matter of construction that clause 4 was personal to the original purchaser, UB, and right to base that conclusion on the terms of the 1985 conveyance as a whole. The express references in other clauses in the conveyance to successors in title afforded strong support for that conclusion as the draftsman had been careful to distinguish between the provisions which were intended to affect a successor in title and those which were not.
Peter Smith QC (instructed by Gorna & Co, of Manchester) appeared for the appellant; John Furber QC (instructed by Paisner & Co ) appeared for the respondent.
