Ansa Logistics Ltd
The principal activity of Ansa Logistics Limited (“Ansa”) since November 2007 has been the provision of car transportation services and other facilities to Ford Motor Company UK Limited (“Ford”). Ansa is a tenant of premises at Speke and instructed Clarke Willmott in relation the proposed underletting of the premises to Ford.
- Ansa was tenant of substantial site in Speke which it used for the storage and distribution of Ford cars. In 2007 Ford decided to bring its logistics “in-house”. A commercial agreement was reached permitting Ford to occupy the site and to call for underleases in due course.
- By 2011, Towerbeg, the landlord had well advanced redevelopment plans for the whole site and had spent considerable sums seeking planning consent in the hope of agreeing a deal with Ansa and Ford to surrender the leases and to relocate Ford. These plans were dashed when Ford called for the underleases and Ansa sought Towerbeg’s consent to the underleases.
- Towerbeg refused consent on four grounds: that Ansa had unlawfully parted with possession; Ford’s financial covenant strength; and two planning grounds not pursued at trial. At the same time, Towerbeg served a section 146 notice alleging that Ansa had unlawfully parted with possession.
- Ansa denied parting with possession and subsequently applied to the Court for a declaration that consent had been unreasonably withheld. Towerbeg then forfeited the leases relying on the alleged breach of parting with possession.
- The case went to trial in 2012, with the result being widely reported [Ansa Logistics Ltd v Towerbeg Ltd  EWHC 3651 (Ch)].
- The Judge that Ansa had not parted with possession. The hallmark of parting with possession is the right to exclude all others from the property in question. Pursuant to the commercial arrangements between Ansa and Ford and the facts on the ground, there was no intention to wholly oust Ansa from the property. Accordingly, there had been no breach and no right to forfeit and, in this case, parting with possession could not be a ground to refuse consent to underlet.
- Ford’s financial covenant strength was not a good ground for refusing consent to sub let. The financial standing of a proposed subtenant is of marginal relevance as the tenant’s liability for rent pursuant to the headlease remains.
- The other two grounds were dropped by Towerbeg at trial.
- The Judge concluded that even if he had found there to have been a parting with possession to Ford, he would have granted relief from forfeiture because the breach: had not caused any harm to Towerbeg; was inadvertent; not concealed; and would be remedied by the grant of the underleases requested. Furthermore, Ansa would lose a very substantial asset if relief was refused.
- Ansa achieved everything it had wanted to achieve at trial.
- The underleases to Ford have now been completed.