WIGMORE HOMES (UK) LIMITED v SPEMBLY WORKS RESIDENTS ASSOCIATION LIMITED [2018] UKUT 252 (LC)

UPPER TRIBUNAL
LANDS CHAMBER
[2018] UKUT 252 (LC)Case No LRX/91/2017
WIGMORE HOMES (UK) LIMITEDApplicantSPEMBLY WORKS RESIDENTS ASSOCIATION LIMITEDRespondent
His Honour John BehrensMr Peter McCrea FRICSMs Annette Cafferkey (instructed by Scott Cohen) for AppellantMr Jonathan Upton (instructed by Bradys) for RespondentDate 15 October 2018Property: Flat 7, Spembly Works,, 13 New Road Avenue, Chatham, ME4 6AZ, His Honour John Behrens and Mr Peter McCrea FRICSCatchwords: LANDLORD AND TENANT – service charges – Landlord’s application for interim service charges over 6 yr period – amount demanded approximately twice actual expenditure – substantial arrears of payment of service charges by tenants in block including the Tenant who had paid nothing in respect of flat and 12 other flats in block over the 6 yr period – Certificates in accordance with lease defective in that no certificate of “Service charge due” – F-TT upheld demands in full - Held – (1) Certificates not a condition precedent to liability for interim service charges – (2) Landlord had not establishe
[1]This is an appeal against a decision of the First-Tier Tribunal (“the F-tT”) dated 16 June 2017. The parties are respectively the Tenant and the Landlord of Flat 7, Spembly Works1, 13 New Road Avenue, Chatham ME4 6AZ (“Flat 7”). We shall refer to them as such in this decision.[2]The application to the F-tT concerned the interim service charges payable for Flat 7 for each of the years between 2010 and 2016. By its decision the F-tT decided that the following sums were payable: Year Amount Due 2009/2010 £338.65 2010/2011 £1,472.17 2011/2012 £1,409.30 2012/2013 £1,409.30 2013/2014 £1,409.30 2014/2015 £1,409.30 2015/2016 £1,392.48[3]The Tenant had challenged those awards on a number of technical grounds principally relating the failure by the Landlord to supply certificates of annual expenditure (“Certificates”) in accordance with clause 6.2 and Sch. 4 of the lease. The F-tT rejected the challenges but on 2 February 2018 the Deputy President granted the Tenant limited permission to appeal.[4]The appeal was argued before us on 17 July 2018. The Tenant was represented by Ms Annette Cafferkey instructed by Scott Cohen and the Landlord by Mr Jonathan Upton instructed by Bradys. Both Ms Cafferkey and Mr Upton produced full and helpful skeleton arguments. We are grateful for these and their oral submissions. History[5]Spembly Works is a former office and factory building converted into 33 residential flats in about 2000. It has a long and troubled history of disrepair.[6]There have been a number of tribunal decisions including a decision of the F-tT in October 2014 in respect of the service charge payable for years ending 2011, 2012 and 2013 for flat 2. The F-tT in that case found that the service charges payable were 1 The lease describes the building as “Spembley House”, but this appears to have been superseded by “Spembly Works”, from which the respondent derives its name, which is listed at Companies House. We have used Spembly Works throughout. 4 £21,395.20, £24,510.80, and £22,865.34 respectively. However, as the F-tT in this case pointed out the 2014 decision on sums payable addresses different questions from those that arise in demands for interim payments from 2010 to 2016.[7]The original landlords Construction Link Limited suffered from serious financial difficulty before 2010. Of the 33 flats, 13 remained unsold until 2010 when the Tenant bought all 13 from fixed charge receivers.[8]As its name suggests the Landlord is the residents’ association owned or managed by some of the tenants. Until about 2011 the premises were managed by Caxtons (a well- known firm of Kent managing agents). By 2012 the Landlord had taken over the management of the premises.[9]In December 2015 the Landlord commenced County Court proceedings for the recovery of interim service charges and ground rent for the period from 2010 to 2016. Following a defence filed by the Tenant the service charge element of the claim was transferred to the F-tT in July 2016. The lease[10]The lease which is dated 22 January 2010 is for a term of 125 years from 1 June 2003 at an initial rent of £250 p.a. The relevant lease provisions are as follows: By Clause 1:
“The Service Charge” means 1/33rd of the expenditure incurred by the Landlord in performance of its obligations in this lease;”
By Clause 5.1 The Tenant covenants with the Landlord:
“To pay to the Landlord on the date hereof a proportionate sum on account of Service Charge to the next following 24th March or 28th September and thereafter on 25th March and 29th September in each year such sum as the Landlord shall consider is fair and reasonable on account of the Service Charge and forthwith on receipt of the Certificate (as hereinafter defined) to pay to the Landlord any balance of the Service Charge then found to be owing Provided Always that any overdue Service Charge may be recovered by the Landlord as if the same were rent in arrears.”
By Clause 6 The Landlord covenants with the Tenant “6.1 To provide and perform the services Provided Always that:- 6.1.1 (the employment of managing agents) 6.1.2 the Landlord shall not be liable to the Tenant in respect of:- 6.1.2.1 (interruption of services) 5 6.1.2.2 any failure on the part of the Landlord to provide any of the Services or discharge any of its obligations hereunder unless and until the Tenant shall have notified the Landlord in writing of the facts giving rise to the failure and the Landlord shall thereafter have failed within a reasonable length of time to remedy the same and then in such a case the Landlord shall be liable to compensate the Tenant only for the loss or damage sustained by the Tenant after such reasonable time has elapsed 6.2 As soon as practicable after the end of each financial year (herein after defined) of the Landlord to furnish the Tenant with an account of the Service Charge payable for amounts carried forward from previous financial years (if any) and to carry forward to the next financial year any amount which may have been overpaid by the Tenant as the case may require for the purpose of this clause:- 6.2.1 The expression “the financial year” of the Landlord shall mean the period from 25 March to 24 March next following or such other annual period which the Landlord may in its sole discretion from time to time determine as being that in which the accounts of the Landlord either generally or relating to the Estate shall be made out 6.2.2 The amount of Service Charge shall be ascertained and certified annually by a certificate of the annual expenditure (“the Certificate”) signed by the Landlord or the managing agents so soon after the end of the financial year of the Landlord as may be practicable and shall relate to such years in manner hereinafter mentioned 6.2.3 The Certificate shall contain a fair summary of the Landlord’s expenditure and outgoings as incurred in the financial year of the Landlord and the Certificate shall be final and binding on the Tenant except in the case of manifest error 6.2.4 A copy of the Certificate of each such financial year shall be issued to the Tenant and the Tenant may by prior appointment with the Landlord within twenty eight days of the issue of the Certificate inspect the vouchers and receipts in respect of the expenditure and outgoings for the financial year” … The Fourth Schedule Services to be provided and obligations to be discharged by the Landlord … “11. To keep full accounts and records of all sums expended in connection with the matters set out in this Schedule and to prepare and serve on the tenants of all apartments in the Building from time to time the Certificate and such other documents as are required to be served by the Landlord on the Tenant.” 6 Demands[11]The Landlord sent demands for payment of the interim service charge to the Tenant in each of the relevant years. The demands were described as “Interim Invoices” and sought payment for six-month periods.[12]A summary of the demands in the Appeal bundle can be seen from the following table: Invoice Date Due Date Amount of demand Period of Demand 22/07/2010 338.65 22.1.10 – 5.4.10 13/08/2010 24/03/2010 736.14 6 months to September 2010 30/09/2010 24/09/20102 736.13 6 months to 23 March 2011 08/07/2011 24/03/2011 704.65 6 months to 23 September 2011 31/10/2011 24/09/20113 704.65 6 months to 23 March 2012 02/07/2011 24/03/2012 704.65 6 months to 23 September 2012 15/11/2012 24/09/2012 704.65 6 months to 23 March 2013 18/06/2013 24/03/2013 704.65 6 months to 23 September 2013 31/10/2013 24/09/2013 704.65 6 months to 23 March 2014 02/05/2014 24/03/2014 704.65 6 months to 23 September 2014 16/09/2014 24/09/2014 704.65 6 months to 23 March 2015 19/05/2015 24/03/2015 704.65 6 months to 23 September 2015 30/09/2015 24/09/2015 696.24 6 months to 23 March 2016[13]There is also a document in relation to the service charge for April 2010 to March 2011 which summarises the expenditure at £48,585 and attributes a proportion – 1/33 – or £1,472.27 to Unit 7.[14]It will be seen from a comparison between the demands and the award of the F-tT that the F-tT held that the interim invoices were payable in full. It will also be seen that the estimated service charge for each of the years from 2011 – 2015 was the same.[15]Each of the demands was dated and sent out after the due date for payment. The F-tT rejected an argument that this made them invalid holding in effect that time for service of the demands was not “of the essence”. There is no appeal from that part of the decision. Accounts[16]This is not a case where the Landlord made no attempt to comply with its obligations to provide service charge accounts. They were produced in respect of every year. The F-tT 2 According to the lease this date should have been the quarter date (29 September). This is the date on the invoice. Nothing turns on this discrepancy. 3 On the face of both this invoice and that dated 15 November 2012, the due date is incorrectly stated to be March rather than September, but in the end, nothing turns on this. 7 found, on the balance of probability that the accounts were served on the Tenant relatively shortly (some months) after they were dated.[17]In each year the account comprised four pages, of which three are relevant. contained a short report from the Independent Accountants who had prepared the report to the tenants of Spembly Works indicating that it contained a summary of costs in relation to service charge expenditure and, on occasions, adding comments of their own.[18]comprised a summary of Income and Expenditure. However, the principal item of income was not the income received but the income demanded, since the accounts were prepared on an accruals basis. An important feature of the case is that Income demanded was substantially more than the expenditure giving rise to a notional surplus between the income demanded and the actual expenditure.[19]was a balance sheet showing the assets and liabilities. The largest and fastest increasing item shown as an asset were debtors. This can only refer to those tenants who were not paying the service charges demanded. Whilst it showed that there was a significant surplus that surplus was almost entirely represented by the debtors. The amounts of cash held at the bank were modest.[20]The table below demonstrates these points: Date of account Year end Demand £ Other income £ Debtors £ Surplus £ Cash at bank £ Expens es % 04/08/2011 24/03/2011 48,585 531 37,454 26,091 7,089 23,025 47.39% 14/11/2013 24/03/2012 46,507 879 68,582 21,739 5,269 25,647 55.15% 14/03/2014 24/03/2013 46,507 151 104,965 23,117 4,443 23,541 50.62% Sep-14 24/03/2014 46,507 594 130,149 20,654 2,204 26,446 56.86% 02/12/2015 24/03/2015 46,507 0 168,044 14,764 931 31,742 68.25%[21]The final column shows the ratio of the expenses to service charges demanded for the year in question. Thus, to take the year ending 24/3/2012 as an example – £25,647 is 55.15% of £46,507. It will be seen that the 2012 accounts were not produced for over 19 months. All other accounts appeared within a year of the year end and one set appeared within 6 months.[22]It will be seen from these figures that debtors increased at the rate of approximately £30,000 per annum, that the cash at the bank decreased from £7,000 to less than £1,000, that an identical figure was demanded for each year between 2012 and 2015 and that the actual expenses incurred were between £23,000 in 2010/2011 and £32,000 in 2014/2015.[23]It was common ground at the hearing that the Tenant had not made any contribution to the service charge between 2010 and 2016. As it was also the Tenant of 12 other units it was responsible for over £18,000 of the debtors each year. Certificates[24]Page 2 of the accounts contained a passage under the heading “certificate” which read: "In accordance with the Lease s 6.2.2 Spembly Works Residents Association Limited as managing Agents present the above statement of expenditure and outgoings of the Landlord for the year to …” 8[25]The certificates for the years ending 24 March 2011 and 2015 were signed on behalf of the Landlord; those for the years ending 24 March 2012, 2013 and 2014 were not. Compliance with the lease[26]As can be seen from the above this is not a case where no attempt has been made by the Landlord to comply with its obligations under the lease. Furthermore, one is bound to have some sympathy for the Landlord – a Residents Association – faced with a large number of tenants who were simply not paying the service charge for a building in a poor state of repair.[27]However, there can be no doubt that there was a failure to comply with the obligations in the lease. In particular: a) In so far as any of the certificates were not signed by the Landlord there was a breach of cl 6.2.2. b) Whilst each certificate does certify the annual expenditure in accordance with the second part of cl 6.2.2 there is no annual certificate of “the amount of the service charge” in accordance with the first part of 6.2.2 and 6.2. c) Equally, there is no reference to “any amount which may have been overpaid by the Tenant” referred to in cl 6.2. However, as Mr Upton pointed out, the Tenant had in fact paid nothing and thus cannot have overpaid.[28]There was no evidence before the F-tT that the Tenant had complained in writing about any of these matters before December 2015. It was common ground between Counsel at the hearing that the only effect of cl 6.1.2.2 was to limit any possible claim by the Tenant resulting from the Landlord’s breaches. It did not affect any other remedies it might have. Equally it was not relevant to the Landlord’s claim for the interim service charge. Other documents[29]A number of other documents were before the F-tT. One was a document sent on behalf of the Landlord sometime after 1st November 2016. This document purported to give the Tenant a credit in respect of the surplus for each of the years between 2011 and 2016. In each case the credit was 1/33 of the amount shown in the accounts as the surplus. For example in the year ending 24 March 2013, the surplus was £23,541.34, and the credit shown for the year in the later document was £700.51.[30]On 22 October 2014 the F-tT handed down a decision in an application by the Tenant of Unit 2 under s 27A of the Landlord and Tenant Act 1985 and determined that the service charge for the whole of Spembly Works for the years ending 23 March 2011, 2012 and 2013 to be £21,395.20, £24,510.80 and £22,865.34 respectively.[31]On 22 December 2015 (after the issue but before service of the County Court proceedings) solicitors for the Tenant wrote to the Landlord’s solicitors. That letter contains a complaint about the lack of certificates and receipts. The decision of the F-tT[32]The F-tT dealt with a large number of matters in its comprehensive decision. In substance it upheld each of the demands in their entirety. In so doing it rejected a number of 9 arguments made on behalf of the Tenant. It will be necessary to revisit some of the arguments later in this judgment. It considered that the demands for each of years were reasonable. Permission to appeal[33]On 2 February 2018 the Deputy President (Martin Rodger QC) granted permission to appeal in relation to the single issue of certification for the following reason:
“[I]t is arguable that the practice of the landlord in not issuing service charge certificates showing any overpayments from previous years was relevant to the issue which the FTT was required to consider under section 19(2), namely whether the interim service charges were reasonable in amount. The applicant may not challenge the facts found by the FTT in paragraphs 77 to 79, but has permission to appeal on the role of the certificates in the contractual scheme, the sufficiency of the documents relied on and the consequences of their having been prepared without details of overpayments from previous years. Nor may the applicant challenge the FTT’s conclusion in paragraph 119 that the 2010/11 budget was reasonable, which was open to it for the reasons it gave.”
[34]In fact, as demonstrated above, this is not a case where there were actual overpayments by the Tenants; rather it is a case where the sums demanded by way of interim payments (but in many cases not paid) were in excess of the expenses for the relevant year. In our view this is within the scope of the permission granted by the Deputy President. It is not affected by the fact that the Tenant had not in fact paid anything in respect of the demands. Role of the Certificate[35]There have been a number of decisions on the question of whether a valid certificate is a condition precedent to the recovery of moneys due in respect of a service charge or an interim service charge. These include Warrior Quay v Joaquim (LRX/42/2006), but more recently Clacy and Nunn v Sanchez [2015] UKUT 387 (LC), Pendra Loweth Management v North [2015] UKUT 91 (LC), Elysian Fields v Nixon [2015] UKUT 427 (LC) and Urban Splash Work Ltd v Ridgway [2018] UKUT 32 (LC).[36]In the Tribunal’s recent decision of Urban Splash the Deputy President summarised the effect of the decisions in paras 75, 76 and 77 of his decision:
“75. None of the authorities relied on by [counsel for the appellant] [i.e. Pendra, Elysian Fields, and Clacy] establishes any principle of general application. The sole statement of principle on which he relies was from Emmet & Farrand on Title at paragraph 26.596 which cited Clacy and Elysian Fields for the proposition that “the provision of certified accounts will not generally be a condition precedent to liability to pay service charges.”
By contrast the general statement of principle recorded in Woodfall: Landlord and Tenant at paragraph 7.180 is to the opposite effect:
“Where a lease provides for the amount payable to be certified by the landlord’s surveyor or accountant, the issue of a valid certificate will usually be a condition precedent to the tenant’s liability to pay.”
[76]I do not agree that the cases referred to in Emmet & Farrand on Title establish the suggested principle for which they are cited. On the contrary, each of those decisions turns on the particular language used in the lease under consideration. 10 The review of earlier decisions in Clacy demonstrates that different leases adopt different approaches.[77]It may well be the case that, ordinarily, non-compliance with a certification regime will not prevent a landlord from recovering service charges payable on account (as in both Pendra Loweth and Elysian Fields) but, if so, that is because payments on account are likely to be set by reference to an estimate of future expenditure, rather than by the definitive certification of past expenditure. Even on account charges may require certification before they become payable (as in Rexhaven Ltd v Nurse and Alliance & Leicester Building Society (1996) 28 HLR 241). In every case the function and significance of the certificate will depend on the terms of the agreement.”[37]Ms Cafferkey valiantly sought to argue that certification was a condition precedent to the Tenant’s liability to pay an interim service charge under cl 5.1. She pointed out that the liability to pay the interim service charge and to pay the balancing charge were both in Clause 5.1 linked by the word “and”. She sought to distinguish the authorities (such as Pendra Loweth and Elysian Fields) by pointing to differences in the wording from those in cl 5.1. She submitted that when the whole of the clause is looked at certification is a condition precedent.[38]The Tribunal cannot accept that argument. In our view and in agreement with the F-tT the meaning of clause 5.1 is clear. There is nothing in the first half of the clause which makes the payment of the interim charge dependant on certification; that requirement is only imposed for the balancing charge. The fact that the two halves are in the same clause does not affect the position. In this case the interim payment is set by reference to what the Landlord shall consider fair and reasonable and not by reference to what may be certified.[39]As was pointed out in para 42 of Elysian Fields the Tenant is not without a remedy if the Landlord fails in its obligation to certify the balancing charge. “The remedies potentially open to the Tenants were …, either(i) an action for damages or(ii) an action for specific performance or for an account or(iii) an application to [the F-tT] under the Landlord and Tenant Act 1985 for the determination of the service charges payable.” Interim Service Charge[40]Before considering the claims for the individual years it is worth making a number of points about the Interim Service Charge.[41]First, it is defined in cl 5.1 as a proportionate sum on account of Service Charge … as the Landlord shall consider is fair and reasonable on account of the Service Charge. The Service Charge itself is defined by reference to the expenditure incurred by the Landlord in performance of its obligations in the lease. Thus, the interim service charge must also be a proportionate part of the estimated expenditure. In our view that proportion cannot be greater than 100%. In other words, as a matter of construction the interim service charge cannot be higher than 100% of the estimated expenses.[42]Second, by virtue of s 19(2) of the Landlord and Tenant Act 1985 (“the 1985 Act”) where a service charge is incurred before relevant costs are incurred no greater amount than is reasonable is so payable. Thus the sum claimed must be objectively reasonable. 11[43]Third, the absence of proper certification may be relevant to the question of reasonableness. In para 51 of Pendra the Deputy President said this:
“Clearly, at the commencement of the lease it would have been impossible for the obligation to pay the estimated service charge to be made conditional on the preparation of audited service charge accounts. In subsequent years, unless the provision of a notice of the sum payable was to be delayed until well into the year to which the sum related, it would be a practical impossibility for the Estimated Service Charge in one year to be based on the audited accounts in the immediately preceding year. The absence of proper accounts for previous years may, of course, provide grounds for treating the estimate with circumspection or even suspicion; it may make it easier to justify a reduction under s. 19(2) on the basis that there is little to suggest the estimate is reasonable; but as a matter of contract the payment of the Estimated Charge is not conditional on the provision of audited accounts.”
[44]In so far as Mr Upton submitted otherwise we do not accept his submissions and prefer the submissions of Ms Cafferkey.[45]Fourth, it is clear from Knapper v Francis [2017] UKUT 3 (LC) that the reasonableness of the demand has to be assessed by what is known at the time the Tenant’s liability arises. In this case all of the invoices were dated after the due date specified in the lease. Accordingly, the relevant date for assessment is the date of the invoice.[46]An application under s 27A concerning service charges based on end of year accounts showing sums actually incurred is different from an application concerning an interim service charge. In an application under s 27A of the former type the F-tT is determining the reasonableness of the costs incurred. In an application concerning an interim service charge the F-tT is assessing the reasonableness of the estimate assessed at the time liability arose. Thus we agree with the F-tT that the 2014 decision is in no way decisive.[47]As already noted the F-tT upheld each of the invoices in its entirety. It considered each of the years separately. However it noted in para 43 that there was an absence of witness statements or explanation of approach to budgeting or service charges. Thus, there was no direct evidence from the Landlord as to how it arrived at the figures in its demands. Equally there were no budgets of expenditure nor any direct evidence of what factors the Landlord took into account when making the demand.[48]Thus, as Ms Cafferkey pointed out the F-tT’s conclusions were based on inference. It is plain from paras 120 – 122 that the F-tT was critical of the Tenant in failing to file any evidence or to challenge the demands earlier. It also made the point that that the Landlord was entitled to budget on the basis that the Tenant would meet its obligations under the lease.[49]In the Tribunal’s view there are a number of problems with the F-tT’s decision.[50]First, there was an increasing amount of knowledge available to the Landlord of the level of actual expenditure at Spembly Works at the time of demands. The conversions date from 2000. It is true that the Landlord did not take over management until 2011 but there is no reason to believe that it would not have had some idea of the actual expenditure incurred historically by the date of the first demand. At that time the properties were being managed by Caxtons. By August 2013 the Landlord would have had the 2011 accounts. By November 2013 the 2012 accounts. In 2014 the Landlord had the 2013 accounts and the decision of the 12 F-tT in respect of the years 2011 – 2013. In addition the Landlord knew the amount of cash held and the amount of arrears. All of this shows a consistent pattern of expenditure at approximately 50% of the demand.[51]Second, the fact that the amount demanded for each year was precisely the same is a clear indication that the Landlord did not carry out a careful assessment each year and that the figure claimed was not based on a genuine estimate of the likely expenditure.[52]Third, the onus must be on the Landlord to establish the reasonableness of the estimate. It may or may not be reasonable for the estimate to turn out to be approximately twice the expenditure in any given year. It is for the Landlord to justify it. Furthermore, when this happens on a consistent basis it becomes more and more difficult to justify. In this case the Landlord did not give any explanation. The F-tT appear to have thought that the expenditure would have been higher if there had been no arrears and to have justified the demands on that basis. In our view this was an inference not open to the F-tT in the absence of evidence and an inference which became increasingly difficult to justify as time went by.[53]For these reasons we cannot accept that the amounts claimed in the demands was reasonable within the meaning of s 19(2) of the 1985 Act. Accordingly, the decision of the F- tT cannot stand and the appeal must be allowed. In the result the Tribunal must either remit the matter to the F-tT for a fresh determination or remake the decision4. At one time in the course of argument both parties took the view that the matter would have to be sent back to the F-tT. However, their position changed during the course of the hearing. In the end Mr Upton invited us to re-make the decision and Ms Cafferkey’s position was neutral.[54]We are conscious that remission of the matter to the F-tT will involve the parties in considerable additional expense. We accept that it is possible that at a rehearing the Landlord might be able to adduce further evidence in relation to his estimates. However we think it unlikely that there will be much better evidence available after this length of time. Furthermore, as the Landlord has specifically requested us to remake the decision it must necessarily be on a somewhat robust basis. In all the circumstances we have decided to accede to the Landlord’s request and remake the decision.[55]We are conscious that reasonableness is to be judged by the information at the date of the demand. We are also conscious that more information as to actual expenses became available as time went on.[56]In all the circumstances we propose to allow the claim for 2009/2010 in its entirety. It was submitted in late 2011 and there is an undated document setting out the expenses for that year. However, in our view all of the other claims fall to be reduced. Doing the best we can we propose to reduce them by 50%.[57]Thus we would award: Year Amount Due 2009/2010 £338.65 2010/2011 £736.08 4 Under s12 Tribunals Courts and Enforcement Act 2007. 13 2011/2012 £704.65 2012/2013 £704.65 2013/2014 £704.65 2014/2015 £704.65 2015/2016 £696.24 S 20C[58]The parties have indicated that they wish to make written submissions on any S20C order following receipt of our substantive decision and we will allow them to do so.[59]In response to our draft decision, counsel have agreed the following timetable: Appellant’s submission to be filed and served by Friday 31 August Respondent’s submission to be filed ad served by Friday 14 September Appellant’s reply to be filed and served by Friday 21 September. Dated: 3 August 2018 His Honour John Behrens Peter D McCrea FRICS 14 Costs Addendum[60]We have now received written submissions on section 20C which provides:
“(1) A tenant may make an application for an order that all or any of the costs incurred, or to be incurred, by the landlord in connection with proceedings before a court, residential property tribunal or leasehold valuation tribunal or First-tier Tribunal, or the Upper Tribunal…are not regarded as relevant costs to be taken into account in determining the amount of any service charge payable by the tenant or any other person or persons specified in the application. (3) The court or Tribunal to which the application is made may make such order on the application as it considers just and equitable.”
The Tenant’s submissions[61]On behalf of the Tenant Ms Cafferkey submitted that the Tribunal should make a s 20C order in respect of each and every flat of which it is the Tenant and in respect of the remaining tenants in the building. She referred to para 14 of the Fourth Schedule of the Lease which obliged the Landlord to “take reasonable steps to enforce contribution to the Landlord expenses”. She next referred to the terms of s 20C and submitted:[62]The primary purpose of s.20C is to prevent the injustice that would otherwise result if the tenant were required to pay through service charges the landlord’s costs of proceedings in which the tenant has been successful (whether in terms of substance or amount), or where it would otherwise be wrong to permit the landlord to recover costs of proceedings from the leaseholders by way of service charge.[63]She referred to a number of authorities where the provisions of s20C have been considered. Whether an order should be made depends on the facts and circumstances of the case and, ultimately, is a question of what is just and equitable.[64]In support of the application she relied on the following matters:(a) She submitted that the principal issue on appeal was whether the landlord’s failure to issue service charge certificates which complied with the requirements of the lease was relevant to the question of reasonableness under s.19(2). The tenant succeeded on that issue and achieved a 50% reduction in the sums demanded by way of interim service charge.(b) She pointed out that the Landlord had failed to provide any evidence as to how it arrived at the sums demanded. It chose an arbitrary figure which was identical each year.(c) She pointed out that a s20C order had been made in the 2014 proceedings before the F-tT as it was only as a result of the Tenant’s application that information as to expenditure was provided.(d) Whilst it is true that the Respondent is a tenant owned company which operated without the assistance of managing agents it is ultimately the responsibility of the 15 landlord to maintain sufficient documentation and to employ reasonably competent managing agents to maintain records for the tenants to inspect.(e) She invited the Tribunal to review the order made by the F-tT and relied on substantially the same arguments in support of her submission that an order should be made in respect of the proceedings before the F-tT. The Landlord’s submissions[65]On behalf of the Landlord Mr Upton submitted that no s 20C order should be made. He pointed out that the Tenant had not made any contribution to the service charge in respect of any of the leases since 2010 when they were granted. He added that the Landlord is a company controlled and owned by the residents and submitted that that was a sufficient reason not to deprive the Landlord of its contractual right to recover the costs.[66]Mr Upton cited a number of passages from authority including: “To my mind it is unattractive that a tenant who has been substantially successful in litigation against his landlord and who has been told by the court that not merely need he pay no part of the landlord's costs but has had an award of costs in his favour should find himself having to pay any part of the landlord's costs through the service charge. In general, in my judgment, the landlord should not “get through the back door what has been refused by the front.”5 “In my judgment the only principle upon which the discretion should be exercised is to have regard to what is just and equitable in all the circumstances. The circumstances include the conduct and circumstances of all parties as well as the outcome of the proceedings in which they arise.”6 “In my judgement the primary consideration that the LVT should keep in mind is that the power to make an order under s.20C should be used only in order to ensure that the right to claim costs as part of the service charge is not used in circumstances that make its use unjust. Excessive costs unreasonably incurred will not, in any event, be recoverable by reason of s.19 of the Landlord and Tenant Act 1985. Section 20C may provide a short route by which a tribunal which has heard the litigation giving rise to the costs can avoid arguments under s.19, but its purpose is to give an opportunity to ensure fair treatment as between landlord and tenant, in circumstances where even although costs have been reasonably and properly incurred by the landlord, it would be unjust that the tenants or some particular tenant should have to pay them.”7 “In any application under section 20C it seems to me to be essential to consider what will be the practical and financial consequences for all of those who will be affected by the order, and to bear those consequences in mind when deciding on the just and equitable order to make.”8 5 Iperion Investments Corp v Broadwalk House Residents Ltd (1995) 27 H.L.R. 196 6 The Tenants of Langford Court (Sherbani) v Doren Limited LRX/37/2000 7 Ibid 8 Conway v Jam Factory Freehold Limited [2013] UKUT 0592 (LC) 16[67]Mr Upton submitted that there were six principal issues before the F-tT:(a) Whether the Respondent had complied with s.47 of the Landlord and Tenant Act 1987.(b) Whether the service charge demands were invalid by reason of the dates on which they were issued.(c) Whether nothing was payable by reason of the failure to provide a certificate complying with clause 6.2 of the lease (“the condition precedent argument”).(d) Whether the failure to carry out a reconciliation prevented recovery of the interim demand.(e) Numerous allegations of unreasonableness or failure to budget or otherwise correspond with sums actually incurred.(f) Whether the interim demands were reasonable.[68]The issues on appeal were limited to:(a) “the condition precedent argument”; and(b) whether the interim demands were reasonable.[69]Mr Upton pointed out that the Landlord succeeded on all points in the F-tT. In the Tribunal the Landlord succeeded on the condition precedent argument. However, he conceded that the Tenant enjoyed partial success on the reasonableness issue in respect of six of the seven years.[70]In support of his argument Mr Upton made the following additional points:(a) Some of the issues raised in the F-tT were unnecessary.(b) The Landlord’s only asset is the head lease in the building entirely let on long leases at a ground rent. Its finances, as shown in the accounts are “perilous”. An order under s 20C is likely to render it insolvent which would propel the residents into further turmoil and trouble.(c) The costs in these proceedings were necessary because the Tenant had not paid anything since it took the leases of any of the flats. In those circumstances it would not be just and equitable to deprive the Landlord of its contractual entitlement to recover its costs by way of the service charge. The Tenant’s submissions in Reply[71]In her submissions in Reply Ms Cafferkey took issue with Mr Upton’s classification of the issues that were before the F-tT and this Tribunal. She contended that the principal issue before both tribunals was the issue of reasonableness. All of the points taken before the F-tT (including the question of certification) were, she submitted, related to that issue. 17[72]She did not accept that the Tenant raised unnecessary points before the F-tT. She submitted that the questions about the validity of the demands were wholly appropriate given the Landlord’s general failure to comply with lease requirements and general lack of clarity in the documentation. She submitted it was understandable for the Tenant to pay nothing in respect of all 13 of its flats for over six years because of the lack of clarity. She also submitted that the failure of the Tenant to provide a witness statement was of little consequence.[73]She did not accept that the Landlord would become insolvent if a s 20C order was made. She submits that the Landlord’s mismanagement led to the appeal succeeding. Its conduct should be reflected in a s20C order which reflects the Tenant’s success by reference to the extent to which the demands have been reduced. Discussion[74]We confess that we have not found the question of whether of whether to make a s.20C Order altogether straightforward. We accept the guidance set out in the passages taken from the authorities set out above. Accordingly, we have to ask ourselves ultimately whether it is just and equitable to make an order either in the F-tT or in the Tribunal.[75]We are quite satisfied that it would not be just and equitable to make an order in respect of the proceedings in the F-tT. The Tenant had made no payment of the service charge since 2010; it had made no offer in respect of the interim charge; it filed no evidence before the F- tT; it took numerous points upon which it failed and which are unaffected by the decision in the Tribunal. The Landlord is a resident’s association with no significant assets other than the head lease in the building.[76]The position in the Tribunal is more complicated. As Mr Upton pointed out the Tenant had limited success on one of the two issues before the Tribunal. In our view it cannot be said to have been “substantially successful” overall. Furthermore, there was no offer by the Tenant to pay half the service charge for any of the six years in question. There is the unattractive feature that it has chosen to pay nothing to wards the costs of the building.[77]On the other hand, there is force in some of the points made by Ms Cafferkey. As is pointed out in paragraphs 26-27 the certificates provided the Landlord did not comply strictly with its obligations under the lease. Furthermore, as pointed out in paras 51 and 52 the Landlord cannot have carried out an assessment of the likely expenditure each year and did not provide any evidence to the F-tT or the Tribunal to justify the reasonableness of the estimates.[78]We do not accept for one moment that it was understandable or reasonable for the Tenant to pay nothing in respect of any of its flats for over six years. Nor do we accept that the decision not to make any payment was related to the lack of clarity in the demands or accounts. There was no evidence from the Tenant as to why it was not making payment and, as pointed out in para 28 of the decision there was no written complaint from the Tenant until December 2015. In our view this failure is a highly relevant matter in considering whether to make a s 20C order.[79]We accept that it is not established that the Landlord would necessarily be insolvent if a modest s 20C order were made. However, the fact remains that it is a resident’s association with only limited cash resources. 18[80]Our minds have wavered in considering whether the failures by the Landlord coupled with the limited success of the Tenant justified a modest reduction of the costs that the Landlord should be able to recover by way of the service charge. As we pointed out in para 26 this is not a case where no attempt has been made by the Landlord to comply with its obligations under the lease.[81]In the end we have decided that the conduct of the Tenant coupled with the position of the Landlord as a resident’s association outweighs these failures. In our view it would not be just and equitable to make an order.[82]The application is accordingly refused. Dated: 15 October 2018 His Honour John Behrens Peter D McCrea FRICS

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