(1) Dixon (2) Dixon v The Crown Estate Commissioners [2022] EWHC 325622 December 2022

Published: 16/01/2023 09:00


Judge Hodge KC. The claimants sought vesting orders in respect of two properties, following the striking off and dissolution of the company (in which the claimants had previously been shareholders) which was the registered proprietor. The Crown disclaimed any interest in the properties and the Crown Estate Commissioners did not oppose (but also did not support) the claim.

The claimants had distributed the assets of the company (i.e. the two properties and cash) in 2008. The company was wound up with the belief that it had no assets. None of the requirements for winding up were satisfied and neither of the properties had been transferred out of the name of the company.

Under s 1012(1) of the Companies Act 2006, when dissolved, all of the company’s property and rights were deemed to be bona vacantia and belonged to the Crown. The Treasury Solicitor disclaimed the two properties and any interest held by the Crown became vested in the Commissioners.

The claimants attempted to establish proprietary estoppel in order that s 181 of LPA 1925 or s 44(ii)(c) of the Trustee Act would apply. The judge accepted that the claimants had established the necessary elements of proprietary estoppel and that the interest established was sufficient to engage s 44(ii)(c) of the Trustee Act 1925. In the alternative, the court’s jurisdiction under s 181 of the LPA 1925 was engaged. Consideration of Guest v Guest in the proper approach to identifying the appropriate remedy once proprietary estoppel is established.

The judge was ultimately satisfied that it would be unconscionable for the claimants’ ownership of the properties to be denied and making the vesting orders would be consistent with the interests of justice as otherwise the Commissioners would receive a windfall.

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