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View Full Version : Co owns freehold reversion: can it sell, and to whom?



johno1066
16-10-2005, 18:47 PM
OK, i'm sorry this thread is quite long but hopefully, not only will it serve to ensure justice is done but it also serves to help others.

My parents own a long lease (over 65 years to run) on a property on the South Coast and they are equal shareholders of a ltd Company that own the freehold. There are to the best of my knowledge 8 other leasholders, 6 of whom own shares in the ltd company.

The ltd Company obviously charge a modest service charge for the maintenance of the building. Under new laws (about 3 years ago or so) it was deemed necessary to undertake building works to the whole building which included various fire safety regulations etc. Under the terms of the leases this work was carried out to the tune of £8000 per leaseholder, with the relevant agreement. Not only has this work satisfied the authorities, the work has also improved the value of the individual leases by twice if not three times that amount.

Although noone in reality could afford the work, funds were met and those who really couldn't afford the money were offered time to pay, in all this was an amicable arrangement. However, one leaseholder decided that she did not wish to pay at all and subsequently legal proceedings initiated. This leaseholder put in a counter claim (on legal aid), in that she couldn't live in her flat because water damage had made her flat uninhabitable, even though this was not disclosed at the time.

The reality was, that she had sublet the flat to tenants and was staying with friends, the water damage she refers to, was as a result of her leaving windows open (the flat is a seafront one) and mysteriously, when the counter claim went in, wallpaper started peeling from the walls and the place was trashed. She is however still liable for the £8000.

Obviously in court, my parents had to prove that she had damaged the property and that tenants had been living at the flat when she said it had been uninhabitable. Obviously they couldn't and her lying under oath was accepted.

Essentially we had a number of obstacles:

1.A crap solicitor
2. A leaseholder who had legal aid, was able to lie through her teeth under oath and get away with it, she also had a solicitor who has already been disbarred from criminal proceedings, acting in her defence and new the 'system' well.

3. Poorly advised by a property management company who are supposed to be advising the shareholders on this.

Now, I where we need help is with the following:

1. Her solicitor put a charge on the freehold which would be valued at £1750 due to the current groundrent x10.

The ltd company which owns the freehold is being propped up by the shareholders, they aren't paying any more of their own money at the moment so technically the company could become/is insolvent as a result. Would the dissolution of the company protect the freehold in that it would not be worth anything to the liquidator, or could the freehold be auctioned off for alot more than £1750, ie the gorundrent value?

2. Could we sell the freehold to another company? although the charge is for about £20k, would £1750 partially satisfy the debt or would this be considered fraud?

3.The shareholders have already paid £18000 out of their own money for legal fees etc. Could they setup another company, sell the debt onto that company then upon doing so, become the primary creditor, as such will be taken into consideration first?

4.Know of a 'decent' solicitor (i've yet to meet one personally but i'm ever hopeful) or litigant who would be able to help (fees obviously paid). I would be very grateful.

5. Does anyone know whether Bona Vacantia could help?

SteveP
21-10-2005, 04:59 AM
1. If you attmpt to sell the freehold interest the party who registered the charge will be notified and will object, so you will effectively be prevented from selling until the matter is resolved

2. No, for the reason above

3. No, see above.

4. Ask the law society for details of a solicitor who specialises in residential landlord and tenant law.

5. I am not a lawyer, so you must take professional advice. Howevert I assume that the company is a limited company? You have already said that it is insolvent, or soon will be. Well since it is unlawful to trade whilst insolvent you could wind up the company or have it struck off the register. The company would then not exist and the freehold interest would be Bona Vacantia. You might look here http://www.bonavacantia.gov.uk/default.asp?PageId=1324. The only way, subject to the next paragraph, that the creditor could pursue the debt is to have the company restored. It is unlikely, I would think, that they would wish to go to that expense. If they did then the only asset, the freehold, would go to paying the debt....or in practice the tenant may just keep the freehold. But if the do not restore the company then the tenants could buy the freehold from the crown again.

Now the only possibility of personal libility for debts incurred by the company would fall to a director who does not behave properly, so fraudulent trading, contunuing to trade whilst insolvent or when insolvency is inevitable, paying one creditor in priority over another, and a whole range of matters like that could cause a director to becomne liable personally for debt. See here http://www.insolvencyhelpline.co.uk/ltd-companies/director-responsibilities.htm#wrongful-trading

So, I guess the advice would be.

If your parents are not directors they don't have to worry and they don't need to do anything. They certainly won't have to pay anyone any money other than what they are obliged to pay as leaseholders.

If your parents are directors they should get help to make sure that everything is in order and disolve the company.

But once again, don't do any of this without taking legal advice.

Tax Accountant
28-10-2005, 14:27 PM
................. (all previous bits deleted from this quote)

Now, I where we need help is with the following:

1. Her solicitor put a charge on the freehold which would be valued at £1750 due to the current groundrent x10.

The ltd company which owns the freehold is being propped up by the shareholders, they aren't paying any more of their own money at the moment so technically the company could become/is insolvent as a result. Would the dissolution of the company protect the freehold in that it would not be worth anything to the liquidator, or could the freehold be auctioned off for alot more than £1750, ie the gorundrent value?

2. Could we sell the freehold to another company? although the charge is for about £20k, would £1750 partially satisfy the debt or would this be considered fraud?

3.The shareholders have already paid £18000 out of their own money for legal fees etc. Could they setup another company, sell the debt onto that company then upon doing so, become the primary creditor, as such will be taken into consideration first?

4.Know of a 'decent' solicitor (i've yet to meet one personally but i'm ever hopeful) or litigant who would be able to help (fees obviously paid). I would be very grateful.

5. Does anyone know whether Bona Vacantia could help?

It appears that one leaseholder sued the company which owns the freehold and obtained judgement against the company for £20,000.

Other leaseholders are also apparently owed £18,000 for monies they expended in fighting the court case on behalf of the company.

If you wish to hang onto the freehold, the best thing to do would be to sell it to another company at market value. Alternatively, the new company can buy off the freehold from the liquidator in due course. Any of the creditors could apply to the court for the company to be wound up. Or the company can itself go into creditors or members voluntary liquidation. The litigant leaseholder could also offer to buy the freehold. The sale proceeds will come into the existing company from where it will be used to pay all other creditors on a pro-rata basis.

As stated by previous respondent. you need professional advice, I believe, from someone experienced in liquidation matters.

Ramnik

johno1066
01-11-2005, 20:39 PM
Thanks guys,


I truly appreciate your help and well thought out correspondence, many thanks. I'll let you know how it all goes. I like to believe that there is still justice in this country, i trust i'm proved right.

Tax Accountant
02-11-2005, 11:01 AM
Thanks guys,


I truly appreciate your help and well thought out correspondence, many thanks. I'll let you know how it all goes. I like to believe that there is still justice in this country, i trust i'm proved right.

There is justice but only to the extent that you can prove it.

There is a saying that law is not about what is right and what is wrong but about what you can or cannot prove.

More often than not, law is diced in favour of the offending party.

In law, you should always be prepared for the worst and also to pay hugh legal costs which more often than not dwarfs the amount in dispute.

Good luck to you.

Ramnik