Nationwide Property Developments Ltd v Sheraz Shams [2026] UKFTT 946 (PC)
[1]By an agreement in writing dated 20 April 2023 (“the Agreement”) made between the Respondent and the Applicant the Respondent appointed the Applicant by clause 1 thereof to act on his behalf in the sale of the above mentioned property (“the Property”) at a purchase price of £65,000 which price is specified on page 1 of the Agreement.[2]By clause 2 of the Agreement the Respondent in consideration of the payment of a fee being a minimum of £1 (payment of which the Respondent acknowledged) granted the Applicant an option to purchase the Property for £65,000 at any time during the term of the Agreement.[3]By clause 6 the Respondent was given the right to “cancel” the Agreement should the Applicant not exercise the option or was unable to sell the Property during the term of the Agreement.[4]Clause 7 specified the term of the Agreement as being “8 weeks from the date of signing or from the date of marketing …..(whichever is the later-“ the Commencement Date”) and will continue until the [Respondent] gives [ the Applicant] 14 days’ notice to cancel”. It was further provided that the earliest date that notice could be given was 6 weeks from the Commencement Date.[5]The Commencement Date was never specified on page 1 of the Agreement but merely stated that it was to be confirmed. However the Applicant in its Statement of Case asserts that it did commence marketing the Property sometime in the spring or early summer of 2023 until the Respondent instructed it to take the Property off the market temporarily in early June 2023.[6]This was because the tenants in occupation of the Property refused to vacate it, necessitating eviction proceedings which, with an appeal, did not conclude until September 2024.[7]The Applicant vigorously contends that it, in effect, organised the eviction proceedings and in doing so undertook certain liabilities. The Respondent equally vigorously denies this.[8]The Applicant maintains and continues to maintain that it is entitled to a breach fee under clause 11 of £10,000.[9]In any event by September 2024 there were evident strains in the relationship which led the Respondent to instruct other agents. They placed the Property on the market and a buyer had been found by the start of 2025.[10]Winding the clock back to September 2024 the Applicant by notice in Form UN1 dated 25th September h 2024 had applied to register a unilateral notice in respect of the Option granted by the Agreement. This of course acted as an effective block to any sale of the Property.[11]The Respondent therefore by email dated 31 January 2025 gave notice terminating the Agreement and by email also dated 31 January to the Land Registry objected to the Application to register the UN1 which objection was repeated in the email dated 2 March 2025.[12]Initially the Respondent objected to the Application to register made in September 2024 but it seems to me that on any basis the Applicant was entitled to make it at that time.[13]However the situation changed 14 days after the Respondent’s email of 31 January 2025 as the Agreement was terminated and the Option lapsed. The Applicant’s Counsel sought to argue that under section 53(1)(c) Law Of Property Act 1925 the Applicant would have had to sign a separate document giving up its option but that is a misunderstanding of the true position which was the option lapsed automatically on termination of the Agreement pursuant to the terms of the Agreement which it had signed.[14]The Applicant further sought to argue that the Agreement had not been terminated by the email of 31 January 2025 but it was unable to put forward any coherent argument as to why that might be.[15]As noted above the Applicant is adamant that it is owed monies in respect of services rendered which it is entitled to protect by the Application to register a UN1. Paragraph 7 of the Applicant’s Statement of Case states “The Notice was not registered to block sales but to protect [the Applicant’s] rights pending payment of the agreed breach fee or resolution.” This of course is as a statement of law quite wrong; the UN1’s only role is to protect an interest in land, namely the Option.[16]The Land Registry has no jurisdiction to determine the issues regarding monetary liability allegedly owed by the Respondent to the Applicant its sole concern is as to the status of the option.[17]Counsel sought to avoid this issue by arguing that the Land Registry had no jurisdiction in referring the Application to register the UN1 and the Respondent’s objection to this Tribunal. He said that the Land Register should have allowed the UN1 to be registered and for the Respondent then to apply by UN4 to vacate the entry. Unless he said the matter proceeded in that way then competing interests that might arise between September 2024 and February 2025 would lose priority.[18]Apart from the fact that the Land Registry had made the reference and no authority was drawn to my attention which showed that it had no jurisdiction to do this there is no good reason why the Chief Land Registrar should not act on being put on notice about a dispute of this nature and subsequently make the reference.[19]Counsel’s argument about priorities is misconceived as any application to register a UN1 preserves any priorities as soon as the application is received and entered: that is the purpose of registration and it matters not whether it is an application as compared with the notice itself. Priorities are preserved.[20]I have no hesitation in finding that the Agreement was validly terminated on or about 14 February 2025 and that there is thus no valid interest in land which can be protected by a UN1.[21]I shall order the cancellation of the Application as from 14th February 2025. DATED THIS 16TH DAY OF JUNE 2026 Nigel Thomas BY ORDER OF THE TRIBUNAL