The High Court decision in Bennets Courtyard Limited v Bennets Courtyard Airspace Limited [2026] EWHC 1119 (Ch) provides an important warning for anyone preparing a collective enfranchisement claim where the freehold has recently been sold.

The case confirms that, during the period between completion of a transfer and registration of the purchaser at HM Land Registry—the familiar “registration gap”—the relevant freeholder for the purposes of the Leasehold Reform, Housing and Urban Development Act 1993 remains the registered proprietor.

A section 13 initial notice served only on the purchaser awaiting registration will therefore be invalid.

That may appear technical. In practice, however, getting this wrong can cause the entire claim to fail.

The background

The case concerned Bennets Courtyard, a development of 52 flats in Wimbledon.

The participating leaseholders commenced a collective enfranchisement claim through their nominee purchaser, Bennets Courtyard Limited.

The freehold had already been transferred to a new company before the claim began. Completion of that purchase took place in September 2022 and an application to register the transfer was made in October 2022.

However, registration had not been completed when the section 13 initial notice was served in December 2022.

The notice was served on the purchaser of the freehold, which was the beneficial or equitable owner. It was not served on the company that remained shown at HM Land Registry as the registered proprietor.

The building also had the added complication of a valuable lease of the roof and airspace. The airspace leaseholder was subsequently appointed to act as the statutory reversioner and served a counter-notice valuing its interest at £1.5 million, in contrast with the £1,000 proposed in the initial notice.

The validity of the initial notice therefore became critical.

Who “owns” the freehold during the registration gap?

Paragraph 1 of Schedule 1 to the 1993 Act identifies the reversioner by reference to the person who owns the freehold of the premises.

The leaseholders argued that this should include the purchaser who had completed the transfer and held the beneficial interest, even though registration remained outstanding.

The High Court rejected that argument.

Trower J held that the relevant owner was the person registered as proprietor when the initial notice was served. Until the transfer was registered, the purchaser was not the statutory reversioner for the purposes of the enfranchisement legislation.

The decision follows the wider approach taken by the courts to statutory property notices: where legislation requires a notice to be served on or by a landlord or owner, the relevant person will ordinarily be the legal owner rather than someone who holds only an equitable interest.

That approach also has the considerable advantage of certainty. A claimant can inspect the registered title and identify the person who must be served. Requiring leaseholders to investigate pending transfers, beneficial ownership and Land Registry applications would make an already technical procedure considerably more uncertain and expensive.

Registration does not retrospectively repair the notice

The leaseholders also relied upon section 74 of the Land Registration Act 2002.

That provision can give a completed registration priority from the date on which the application was made. It was argued that, once the purchaser became registered, its title should therefore be treated as effective from the earlier application date.

The Court rejected that argument as well.

Section 74 did not retrospectively transform the purchaser into the correct recipient of a statutory notice served before registration. Its purpose is concerned with priority following registration; it does not rewrite history by changing the identity of the statutory reversioner at the date of service.

There was also an obvious practical difficulty. At the time the notice was served, no one could be certain that the pending registration application would ultimately be completed. An application might be rejected, cancelled or withdrawn. The validity of a statutory notice cannot sensibly remain in suspense pending the eventual outcome of a Land Registry application.

The validity of the initial notice therefore had to be judged by reference to the position existing when it was given.

Indirect receipt is not enough

There was an attempt to argue that the registered proprietor had received, or may have received, a copy of the initial notice indirectly.

That did not assist.

Section 13 requires the initial notice to be given to the reversioner by the participating tenants. It is not enough that the registered proprietor happens to learn of the claim or receives a copy through another party.

The Court found that receipt by the registered proprietor had not in any event been established. More importantly, even indirect receipt would not have satisfied the statutory requirement.

This distinction between actual knowledge and valid statutory service is worth emphasising. A landlord may know perfectly well that an enfranchisement claim is being made, but that does not necessarily cure a failure to serve the prescribed notice on the correct person in the required manner.

A subsequent change of reversioner does not validate the claim

The airspace leaseholder was later appointed by the Court to act as the statutory reversioner and proceeded to serve a counter-notice.

The leaseholders argued that this subsequent development should validate the original notice.

Again, the Court disagreed.

The expression “the reversioner” in section 13 means the person who occupied that position when the notice was served. A later transfer, registration or court appointment cannot retrospectively validate a notice that was defective from the outset.

The Court accepted that the airspace leaseholder’s conduct—including its application to become reversioner and its service of a counter-notice without reserving its position—amounted to a representation that the initial notice was valid.

However, an estoppel argument still failed because there was no evidence that the nominee purchaser had relied upon that representation to its detriment.

The case is therefore a further reminder that parties should not assume that participation in the enfranchisement process necessarily amounts to a waiver of a defect in the initial notice.

The practical implications

The immediate lesson is straightforward: always serve the registered proprietor.

Before serving a section 13 notice, an up-to-date official copy of every relevant title should be obtained. The recipient of the notice should be identified from the register as it stands on the date of service, not from information suggesting that the property has been sold or that an application to register a purchaser is pending.

Where there is evidence of a recent transfer, the prudent course will usually be to serve:

· the registered proprietor;

· the purchaser awaiting registration;

· any intermediate or other relevant landlords; and

· any party whose interest may need to be acquired under the claim.

Serving additional parties does not remove the need to serve the statutory reversioner, but it can reduce the scope for later arguments about notice and knowledge.

The purchaser of a freehold during the registration gap should also protect itself through the transfer documentation. The seller should be required to pass on any statutory notices immediately and to act on the purchaser’s instructions until registration is completed. That was recognised by the Court as the practical means by which an unregistered purchaser can protect its position.

Why the decision matters

Collective enfranchisement is an unforgiving statutory procedure. Although the courts will not invalidate notices for every minor error, service on the correct statutory party is fundamental.

The decision brings welcome certainty. Practitioners do not have to decide whether a pending purchaser has acquired a sufficient equitable interest, investigate the status of a Land Registry application or speculate about whether registration will eventually be completed.

The register provides the answer.

The difficulty for the leaseholders in this case was that they served the party who, in commercial terms, had bought the freehold, but not the party who continued to own it in law.

The resulting notice was invalid and the section 25 claim could not proceed.

The practical message could hardly be clearer: when serving an enfranchisement notice during the registration gap, follow the registered title—not the transaction taking place behind it.