CA-2024-002472 - [2025] EWCA Civ 1407

Meanwhile, on 1^st February 2018, Genesis passed a special resolution providing for a merger with another housing association, Notting Hill Housing Trust. The merged entity would become Notting Hill Genesis (‘NHG’), a publicly funded charitable organisation which is the defendant and appellant in these proceedings. It is common ground that NHG succeeded to the rights and obligations of Genesis under the contract with URE.

Notice of the forthcoming amalgamation was sent to existing suppliers of Genesis, including URE, on 22^nd March 2018 in the following terms:

‘Notice of amalgamation between Notting Hill Housing Trust and Genesis Housing Association

As you are a supplier to Genesis Housing Association I am writing about the contract(s) we have with you and the proposed merger. Genesis Housing Association Limited (Genesis) and Notting Hill Housing Trust (Trust) are proposing to merge. The merger will be completed through the amalgamation of Genesis and the Trust under section 109 of the Co-operative and Community Benefit Societies Act 2014 (Amalgamation). The Amalgamation will create one new “combined” society which has a new legal identity which will be called Notting Hill Genesis (NHG). We have been progressing toward the Amalgamation for some time and are aiming to complete the Amalgamation around Easter.

The effect of the Amalgamation is that all of our properties and other assets, including our Contract(s) with you, will automatically vest in NHG. Consequently, there is no novation or assignment of any Contract required. NHG will assume responsibility for the performance of our obligations from the date of completion of the Amalgamation.

Our amalgamation date is planned for early April 2018; when completed you will be dealing with Notting Hill Genesis (NHG), a new legal entity. We will contact you again in April, once the amalgamation is complete, to tell you about our new address and other legal identifiers, such as our new VAT number.

For the moment it continues to be “business as usual” with respect to invoicing, payment terms, receipt of payment and contact details. Please continue to send all communications to the current address and individual/department with whom you deal at the moment. You can find more information on our websites …, but please let me know if you have further questions or if you’d like to discuss in more detail how our plans might affect how we work with you. You can send any queries to me via …

Yours sincerely,

Paul Jameson’

URE did not reply to this letter. It had not been expressly asked for its approval, as it might have been pursuant to clause 10.2(d), but it is clear that URE in the person of Mr Ensor neither had nor expressed any objection to the amalgamation. If anything, Mr Ensor regarded it as a positive development because of the increased customer base to which URE would have access. But he did not express this view to NHG.

The amalgamation was formally registered on 3^rd April 2018. On 4^th April 2018, NHG wrote to the suppliers of the former Genesis and Notting Hill housing associations informing them that they would need to amend their records to reflect the new name of NHG but that this was the only action they needed to take. On 6^th April 2018, Mr Ensor emailed a copy of the 22^nd March notice to Mr Andrew Meaden, an associate at Burges Salmon, informing him that ‘the merger completion was confirmed to me yesterday so we will need to mark all of the contracts/schedules with the new entitles [sic.] name.’

At about the same time, on 12^th April 2018, the first draft of the proposed long-term contract was sent to Mr Ensor.

On 20^th April 2018, Mr Ensor asked Mr Jameson for details of the new organisation for invoicing purposes. In his response, Mr Jameson confirmed that the invoicing remained the same save for the change in name. Otherwise, business continued between the parties as normal both as regards the operation of the contract and the negotiations for the long-term contract.