The Court of Appeal has upheld a ruling approving the sale of the Grade I listed Tottenham House in Wiltshire to a mystery buyer for £11.25m. The court rejected a challenge to the decision by the Earl of Cardigan, who claimed they could get more for the crumbling Palladian mansion that is considered the crown jewel of his estate.
The Court upheld a ruling by Rose J that lifted a stay on approval of the planned sale by the trustees of the Savernake estate, the beneficiaries of which are the Earl of Cardigan and a trust in favour of his son, Viscount Savernake.
Though the trustees of that 1987 trust in favour of Viscount Savernake support the intended plan to sell Tottenham House for £11.25m to an unnamed buyer, referred to in court as “Mr A”, Lord Cardigan bitterly opposes it.
He has applied to have Wilson Cotton and John Moore removed as trustees of the Savernake Estate, claiming they are “unfit”, and Newey J has reserved judgment on that issue, awaiting the Court of Appeal’s decision on the proposed sale.
Today, Vos LJ ruled on that appeal, upholding Rose J’s order, which he said, in effect, simply authorised the trustees to complete the sale to Mr A, agreed in August 2013. Deputy Judge Nicholas Lavender QC had earlier adjourned the application, but stated that he would have ordered authorisation of the sale.
Describing the dispute, he said: “Everyone now agrees that Tottenham House, Savernake, Wiltshire, which is the principal asset of the Savernake Estate, must be sold. It has been unoccupied since the 1990s, is decaying fast and is on English heritage’s ‘at risk’ register. It comprises two huge properties: the grade I listed house itself running to some 92,000 sq ft, and the extremely dilapidated grade II* listed stable block amounting to some 24,000 sq ft. The question is this case is simply whether the court should approve the proposed sale to the existing buyer.”
He said that the case raised questions as to the proper approach of the court to applications to approve a “momentous decision” by trustees, but that it was unusual because there is no continuing dispute over the need to sell Tottenham House, only over the process by which that should be achieved.
Lord Cardigan claimed that a more recent valuation of the property predicted likely offers in the region of £15m, whilst a second potential buyer, Mr B, has already made a more favourable offer, albeit subject to planning permission for a hotel and residential development, of £11.5m, with a £575,000 non-returnable deposit and a loan of £5m to the trust on favourable terms.
But Vos LJ said that the High Court judge had been right to conclude that the trustees had shown that their decision to complete the intended sale to Mr A was one which reasonable trustees could properly take in the interests of their beneficiaries, following valuations by GVA Grimley and Knight Frank.
He said that Mr B’s offer is still conditional and would open the trust to “significant problems” if the £5m loan were made and then later withdrawn, and that the trustees could properly take advice from GVA Grimley that an unconditional contract is more advantageous.
He said: “I have formed the clear view that both Mr Lavender and Rose J were right to approve the trustees’ decision to sell Tottenham House under the intended sale arrangements. I would endorse their decisions.”
Cotton and anr v Brudenell-Bruce, Earl of Cardigan and ors Court of Appeal (Moore-Bick, Black and Vos LJJ) 17 October 2014
Penelope Reed QC and Thomas Entwistle (instructed by Thrings LLP) for the claimants/respondents
Gilead Cooper QC and James Weale (instructed by Berwin Leighton Paisner LLP) for the first defendant/appellant
Christopher Tidmarsh QC (instructed by Forsters) for the second and third defendants/respondents
