[2024] EWHC 3625 (TCC)

In or around January 2013, Mr Lomax was running a company known as Land Planning Limited (LPL). LPL’s business was seeking and securing planning permission for development on behalf of landowners.

Mr Lomax approached the Defendants with a view to obtaining planning permission to construct residential properties on the Farm. The Defendants had made a number of unsuccessful attempts to secure such planning permission dating back to 1996.

They, therefore, engaged with Mr Lomax’s proposals, leading to LPL and the Defendants signing a promotion agreement dated 5 September 2013 (the PromotionAgreement), which was drafted by the Defendants’ then solicitors, Hibberts. The basis of the Promotion Agreement was that LPL would apply for, and obtain, planning permission in relation to land on the Farm and that, when the land was subsequently sold with the benefit of that planning permission, LPL would be entitled to receive 25% of the difference between the eventual sale price and the original value of the land prior to planning permission being obtained.

The Promotion Agreement ran for its full 2-year term, after which time the parties then agreed to extend it by a further 2 years. However, prior to the expiry of this extended period, Mr Lomax proposed a different arrangement to the Defendants, pursuant to which he or Orchard House would purchase the land from them and develop it.

This proposal was accepted by the Defendants and, following negotiations through solicitors, the terms of the agreement were captured in a contractual document dated 19 January 2017 (the Master Agreement). The parties to the Master Agreement were Orchard House, Mr Lomax and the Defendants. Prior to this project, Orchard House’s activities had been limited to barn conversions and single unit developments.

Pursuant to the Master Agreement, the Defendants were to sell the Farm to the Claimants, subject to their retaining part of the land on which Orchard House would construct a property for them (the New Farmhouse). Mr Lomax and Orchard House were not in a position to purchase the Farm outright when the Master Agreement was entered into. It was, therefore, agreed that they would purchase certain parcels of land on the Farm immediately, and that they would acquire an option to purchase the remaining land which they were to acquire under the Master Agreement.