The recent case of Borwick Development Solutions Limited v Clear Water Fisheries Limited has highlighted the importance of getting the detail right in a sale contract and ensuring that you know exactly what buyers and sellers intend to be included in the deal.
Sometimes it can be obvious, if you are selling a piece of land with an industrial unit on it you are selling the building. If you sell a piece of land with trees on it, you are also selling the trees. However, sometimes it is not always clear, what about land with solar panels on it or commercial fish in man-made lakes?
Borwick Development Solutions Limited v Clear Water Fisheries Limited
Case details
This case related to whether solar panels and commercial fish pass with the land to the buyer.
B (Borwick Development Solutions Limited) owned a commercial fishery which consisted of man-made lakes and amenities, such as a restaurant, but experienced financial difficulties and a receiver was appointed to sell the fishery to C (Clear Water Fisheries Limited).
B bought a claim against C for conversion (when someone interferes with the personal property of another, e.g. by taking it or withholding it without lawful justification) alleging ownership of the:
- Solar panels; and
- Commercial fish in the lakes.
Court ruling
The Judge held that the commercial fish did not pass with the land to C. Although there is no absolute property in a wild animal while it is alive, the fish in this case had been bought onto the site by B, therefore, the fish did not pass with the land and C was liable for conversion.
In relation to the solar panels, these did pass with the land to C as they were a fixtures and C was liable for conversion. The solar panels became fixtures for two reasons:
- The method and degree of annexation. The solar panels were affixed to a metal frame which was then bolted onto a wooden platform which was concreted into the land. The degree of attachment to the land meant that the solar panels were fixtures.
- The object and purposes of the annexation. The solar panels’ purpose was to receive sunlight and convert it into electricity to power the equipment at the sites restaurant. The use of the solar panels were an integral part of the land.
Comment
When selling or buying land it is therefore very important that you check what is included in the sale and ensure that the contract deals explicitly with non-standard aspects of the land.
How can Nelsons help?
Sarah Burns is a Solicitor in our expert Commercial Property team.
If you require any advice in relation to the subjects discussed in this article, please contact Sarah or another member of the team in Derby, Leicester or Nottingham on 0800 024 1976 or via our online form.