Compulsory purchase – Repurchase – Entitlement – Block of flats compulsorily acquired and subsequently demolished by respondent in connection with Crossrail project – Former site of flats no longer needed after station development completed – Whether appellant as former long leaseholder of a flat having right to repurchase surplus land at open market value – Application of Crichel Down Rules as modified by published policy relating to Crossrail land – Appeal dismissed
The appellant had been the long leaseholder of a flat in block that, along with other land in and around Tottenham Court Road station, London W1, was compulsorily acquired by the respondent for the purpose of constructing the ticket hall of a redeveloped station in connection with the development of the “Crossrail” railway line.
On completion of the development, a significant area of the acquired land above ground, including that formerly occupied by the demolished block of flats, would no longer required and would be available for disposal and subsequent development. To that end, planning permission for certain residential development had been obtained.
The appellant claimed that, as a former owner of part of the land, he was entitled to first refusal of the option to re-acquire it at market value pursuant to the “Crichel Down Rules” as supplemented, in the case of Crossrail land, by a document entitled “Crossrail Information Paper C10 – Land Disposal Policy” (the Policy).
The modifications made by the Policy included a relaxation of the rule that previous owners were not afforded a first opportunity to repurchase in cases where the land had materially changed in character since acquisition.
The Policy also contemplated that, where a larger site had been assembled from a number of individually-owned land parcels, the site would be disposed of as whole rather than in a fragmented manner. By para 5, holders of qualifying interests, which by para 5.1(iv) could include a consortium of former owners of parts of the site, were to be invited to purchase and were to be given a period of two months to respond. By para 5.2, where only one “expression of interest” was received from the holder of a qualifying interest, then the site would be offered to that person at market value. By para 5.3, where there were “competing bids” from former owners, the site would be disposed of on the open market.
The respondent invited bids from former owners of the surplus land but, after receiving expressions of interest from two other holders of qualifying interests in addition to the appellant, decided that it should proceed to a sale on the open market.
The appellant’s claim for judicial review of that decision was dismissed in the court below. The appellant appealed. He contended that an “expression of interest” was not a competing bid for the purposes of para 5.3 and that the respondent’s approach frustrated the policy of enabling owners, either separately or together in a consortium, to have the right of first refusal before the relevant land was offered on the open market.
Held: The appeal was dismissed.
The Policy was not to be construed as if it were a statute. Paragraph 5 of the Policy as a whole dealt with qualifying interests and how expressions of interests were made. There was no question at that stage of any “bids” as such emerging. Questions of price were to be determined by a valuer in the case of a single expression of interest. In the case provided for in para 5.1(iv), of a consortium of former owners expressing an interest in purchasing the land, the interest had to be expressed within the prescribed period of two months and, if that did not happen or there were “competing bids” in the sense of competing expressions of interest, then a sale on the open market would ensue. Accordingly, when the whole Policy, including paras 5.2 and 5.3, was read together with the procedures envisaged, it became apparent that an “expression of interest” and “competing bids” were the same thing and described one or more expressions of interest in acquiring the site in question.
A straightforward reading of the Policy as a whole made it clear that two or more expressions of interest, whether from individuals or from individuals and a consortium or consortia, amount to competing bids for the purpose of para 5.3. Paragraphs 5.2 and 5.3 were presenting contrasting situations, respectively the situation where there was only one expression of interest and that where there was more than one expression of interest and there were, therefore, “competing bids”. That interpretation was supported by para 15(6)(ii) of the Crichel Down Rules.
Such an interpretation did not frustrate the policy of the Crichel Down Rules. Those rules applied to cases where the land in question had not materially changed in character, whereas the Policy was designed to include sites that had so changed. The policy considerations in the two cases were not necessarily identical. In the instant case, the former owners would not be stepping back into a property of the character that they had previously owned. They would be getting the opportunity of commercial benefit from a potential new development of the whole site of an entirely different character.
In the instant case, there was more than one expression of interest and the respondent had properly indicated that the sale would proceed on the open market. The fact that it had chosen to assess the viability of the various interested parties as purchasers and developers was a matter entirely for it and was immaterial to the issue of interpretation of the Policy.
Timothy Straker QC and Karishma Vora (instructed by Sharpe Pritchard LLP) appeared for the appellant; Nathalie Lieven QC (instructed by Winckworth Sherwood) appeared for the respondent.
Sally Dobson, barrister
