CH-2025-000101 - [2025] EWHC 2975 (Ch)

The Petition was based upon a debt of £106,914.25 alleged by SBL to be due and payable by Odeon in respect of the supply of electricity to Odeon at Units 8a, 9a and 12 Odeon Arcade, Leicester LE1S HJ in respect of the period from 13 July 2021 to 30 April 2023, and ongoing standing charges. The Petition relied upon invoices having been issued to Odeon in respect of this debt, which had not been paid.

As to the basis of the alleged liability of Odeon to SBL, the Petition pleaded that this arose:

“… pursuant to a contract deemed in the circumstances prescribed by para 3(1) of Schedule 6 of the Electricity Act 1989 (as amended) by virtue of [Odeon] being an owner and/or occupier of the Supply Premises.”

The issue before the Judge was whether Odeon could dispute, in good faith and on substantial grounds, that the debt upon which the Petition was based was due for payment, in which case the proper course was to restrain the giving of notice of, or advertisement of the Petition, and to dismiss it – see e.g. Angel Group Limited v British Gas Trading Limited [2012] EWHC 2702 (Ch) at [22].

Odeon advanced a number of grounds before the Judge upon which it sought to argue that the debt upon which the Petition was based was disputed in good faith and on substantial grounds.

In a judgment handed down on 19 March 2025 (“the Judgment”), the Judge rejected all the grounds advanced for disputing the debt apart from one ground that turned upon the true interpretation of paragraph 3(1) of Schedule 6 to the 1989 Act. In short, the Judge decided that paragraph 3(1) could not apply to Odeon because it was not in occupation of any part of the relevant premises, which were let by Odeon as three units to different occupying tenants, and the premises were not “unoccupied” so as to make Odeon liable to pay for the electricity supply as “owner”.

The factual position on the ground at the relevant time, as identified in paragraph 7 of the Judgment, was as follows.

Odeon has at all relevant times been the freehold owner of 1-9 Odeon Arcade, Leicester LE1S HJ (“the Arcade”), having acquired the Arcade on 13 July 2021, the date from which electricity supply charges are alleged by BPL to have become due to it from Odeon.

However, at all relevant times, and as the Petition itself recognises, the Arcade was split into a number of units, including those identified in the Petition, namely Units 8a, 9a, and 12. These units were let to occupying tenants under tenancy agreements that imposed an obligation on the tenant to: “ … pay all charges for the Property for electricity, water, telephone and other utilities.”

However, there was only one electricity meter serving the three let units, albeit that there may have been unofficial sub-meters capable of measuring the electricity used by each unit. Subject thereto, there was nothing to measure the electricity consumed by the individual units.

As a result of the non-payment of invoices submitted to Odeon, which Odeon denies having received, the electricity supply was disconnected by SBL on 20 February 2023.

It was SBL’s case before the Judge that, as a matter of true statutory interpretation thereof, the reference to “premises” in paragraph 3(1) of Schedule 6 is a reference to the entirety of the premises served by a particular meter on the basis that supply of electricity must be by reference to a meter, i.e. in the present case Units 8a, 9a and 12 and any common parts associated therewith. On this basis, it is SBL’s case that the expressions “occupier” and “unoccupied” have to be interpreted consistently therewith such that, in a situation such as the present where the premises served by the meter are split into units let to individual occupying tenants, those premises served by the meter are to be regarded as “unoccupied” because there is no occupier of the whole premises served by the meter. The result of this is, on SPL’s case, that the “owner”, here Odeon, is subjected to the deemed contract provided for by paragraph 3(1) of Schedule 6.

On this basis, it was SBL’s case that Odeon was liable to pay for the supply of electricity to the “unoccupied” “premises” for the relevant period between 30 July 2021 and 30 April 2023. The debt of £106,914.25 identified in the Petition was based thereupon, and it is SBL’s case that if its interpretation of paragraph 3(1) is correct, then there can be no substantial dispute as to the debt upon which the Petition is based and that it should be allowed to proceed.

It was Odeon’s case that the word “unoccupied” in paragraph 3(1) required to be interpreted in accordance with its ordinary meaning and as no part of the relevant premises owned by Odeon was “unoccupied”, Odeon could not properly be held to be the subject matter of a deemed contract of the kind provided for by paragraph 3(1). On Odeon’s case the liability for the payment for the supply of electricity fell upon the tenants of the respective units, either on the basis that the three units constituted separate “premises” for the purposes of paragraph 3(1) making them liable for the supply to their particular unit under separate deemed contracts, or if “premises” did mean the whole of the premises supplied by the electricity meter, making the tenants liable on a joint and several basis as parties to the deemed contract.

It was recognised for the purposes of the hearing below, and indeed for the purposes of this appeal, that although the test for there being a dispute in good faith and on substantial grounds is essentially the same as the real prospects of success test applicable in a summary judgement application, as with summary judgment, if a short point of law, or of interpretation arises, and all the evidence that might be relevant to the issue is before the court, then the court can properly determine the point of law or interpretation in deciding the application – see e.g. Easyair Limited v Opal Telecom Limited [2009] EWHC 339 (Ch) at [15(vii)].