First-tier Tribunal Dismisses Right to Manage Application Due to Invalid Counter Notice

OUTCOME: Dismissed

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FIRST-TIER TRIBUNAL [NAME] (RESIDENTIAL PROPERTY) Case reference : LON/00AU/LRM/2025/0024 Property : 73 [ADDRESS], [POSTCODE] Applicant : [redacted] : [COMPANY] Respondents : [redacted] Respondent) [RESPONDENT] ([NAME] Respondent)

Representative : [RESPONDENT] of [NAME] : [NAME] in relation to the denial of the Right to Manage under s.84(3) of the Commonhold and Leasehold Reform Act 2002 Tribunal member(s) : Judge Purcell Venue : 10 [ADDRESS] [POSTCODE] Date of decision : 26 November 2025

DECISION

Decision (1) [RESPONDENT] is added as [NAME] Respondent in the [NAME], pursuant to rule 10 Tribunal Procedure (First Tier Tribunal) ([NAME]) Rules 2013;

2 (2) The Tribunal makes the following determination: a. no valid counter notice was given for the purpose of section 84 of the Commonhold and Leasehold Reform Act 2002 (“the Act”); b. the right to manage was, in the absence of a counter notice, acquired automatically as a matter of law on 31 July 2025 (as specified in the claim notice) under section 90 of the Act; c. the [NAME] is therefore dismissed, on grounds the Tribunal has no jurisdiction under section 84(3) Commonhold and Leasehold Reform Act 2002.

(3) The Tribunal Orders the Respondents (jointly and severally) to pay the Applicant £114 to reimburse the Tribunal [NAME] fee paid by it pursuant to rule 13(2) Tribunal Procedure (First Tier Tribunal) ([NAME]) Rules 2013, by 4pm on 10 December 2025

(4) The Applicant must serve a copy of this Decision on both the First and [NAME] Respondents by post.

(5) As the First Respondent is an overseas entity, the Applicant is also directed to serve a copy of this order on any [NAME], director, shareholder or member shown based in England and Wales at [NAME]. Background 1. On 10 June 2025 the applicant [COMPANY] applied to the Tribunal under section 84(3) of the Act for a determination that, on the relevant date, it was entitled to acquire the right to manage the Property.

2. The Property is a residential building, the freehold title of which is registered at HM Land Registry under title number AGL237926 in the name of [COMPANY] (a company registered in Gibraltar) (company registration number 105537) (‘[NAME]’). [NAME] is (or was at the relevant times) still shown as the registered proprietor of the freehold title to the Property.

3

3. The building accommodates eight flats, all let on long leases. Seven of the eight leaseholders are members of the Applicant [COMPANY]. By a claim notice dated 17 March 2025 the Applicant gave notice to both [NAME] (as the registered freehold owner of the Property) and [COMPANY] (‘[NAME]’) (who it was understood to have purchased the freehold of the Property) that it intended to acquire the right to manage on 31 July 2025.

4. On 10 April 2025 the Applicant received enquiries from [APPELLANT], said to be instructed by [NAME] in relation to the claim notice, which it answered.

5. A Counter Notice was received from [COMPANY] (‘[NAME]’) dated 24 April 2025. The Counter Notice was signed by [NAME] [NAME] (who the Tribunal understands to work for [NAME] and acts as agent for [COMPANY]), stating that he did so as “Duly authorised agent of [COMPANY] (incorporated in Gibraltar)”. It was alleged that “by reason of Section 79(3) of Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 202, on 1 April 2025, 73 [COMPANY] (“the company”) was not entitled to acquire the right to manage the premises specified in the claim notice as the claim notice was not given by an [COMPANY] which complied with Section 79(5) of Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002”.

6. By its [NAME], the Applicant raised concerns about [NAME] [APPELLANT]/[NAME]’/[NAME]’s authority to act for [NAME] and asked for the Tribunal to consider if [NAME] [NAME] had authority to act on behalf of [COMPANY].

7. The Tribunal gave directions on 15 July 2025, and identified a single issue to be decided, namely: “whether on the date on which the notice of

4 claim was given, the Applicant was entitled to acquire the Right to Manage the premises specified in the notice”.

8. The Respondents were directed to email the Applicant “a statement in reply to the [NAME], any legal submissions, and all documents relied upon” by 13th August 2025.

9. The directions warned the Respondent that if it “fails to comply with these directions the Tribunal may bar them for taking any further part in all or part of these proceedings and may determine all issues against it pursuant to rules 9(7) and (8) of the 2013 Rules”.

10. The Applicant subsequently made an [NAME] seeking an order debarring the Respondents for non-compliance with the directions order. The Applicant also sought a debarring order against [APPELLANT].

11. The Tribunal issued Notice that the Tribunal was minded to bar a Respondent pursuant to rule 9(3) on 9 September 2025, citing failure to comply with the Tribunal’s directions and to co-operate with the Tribunal. The parties were invited to make written representations on the question of whether the Respondent should be debarred by 24 September 2025.

12. By an order dated 15 October 2025 the Respondent was barred from further participation in the proceedings. At paragraph 2 of that order it was noted that “[NAME] [NAME] of [COMPANY] sent a brief email dated 12th August claiming, without any evidence, to act on behalf of [COMPANY] and [NAME] a number of brief, unreasoned and unevidenced points in relation to the substantive case. No explanation or apology has been provided for the failure to comply with directions, despite [NAME] [NAME], [NAME] and [NAME] all being extremely familiar with Tribunal procedures for the previous Tribunal proceedings they have been involved with”.

5 [NAME] as [NAME] Respondent 13. In accordance with rule 10 of the Tribunal Procedure (First-tier Tribunal) ([NAME]) Rules 2013 [RESPONDENT] is added as [NAME] Respondent, as the equitable owner of the Property and in order to ensure it is bound by this decision. It is clear from the correspondence with the [NAME] Respondent’s solicitors, [RESPONDENT], and correspondence with [NAME] [NAME] [NAME] of [COMPANY] (representing [RESPONDENT]), that the [NAME] Respondent is aware of the claim notice served and has purported to participate in the process for the acquisition of the no-fault right to manage. In particular, [NAME] [NAME] purported to sign a counter notice on behalf of the First Respondent. It is desirable that [NAME] is therefore bound by this decision. Validity of the Counter Notice 14. If, following service of a Claim Notice, a party wants to dispute a claim for the right to manage, a valid counter notice must be served pursuant to section 84 of the Act. A valid counter notice must be served by the Landlord who should be the registered legal proprietor of the property.

15. It is noted that although the First Respondent was at all relevant times the registered legal owner of the Property, we are told that the [NAME] Respondent had purchased the Property. It is unclear why the Property was not registered in the name of the [NAME] Respondent. No explanation has been given. At the relevant times, the transfer of the legal title had not occurred and the Property fell within the “registration gap” between sale and registration of the [NAME] Respondent as the new purchaser and legal owner of the Property.

16. In the case of 159-167 Prince of [COMPANY] v [NAME] [COMPANY] [2024] EWCA Civ 1544, the Court of Appeal looked at the

6 issue of giving an RTM counter notice by a buyer of a registered property during the registration gap between completion of a purchase and registration of its legal title at the Land Registry. It was held that during this period, the seller was still the legal owner, but the [NAME] ownership had passed to the buyer (as an equitable owner pending registration). [ADDRESS] of Appeal held in that case that the buyer, [RESPONDENT], was not a landlord entitled to the RTM claim notice, or entitled to respond to it, because it did not hold the legal title to the property.

17. The [NAME] Respondent was a party in that case. It is clear from that decision that [COMPANY] could not serve a valid counter notice in this case, and the only party that could do so was [NAME].

18. There has been no evidence provided to this Tribunal that [NAME] [NAME]/[NAME]/[NAME] was authorised to serve notice on behalf of [NAME].

19. In another case before this Tribunal, [COMPANY] v [RESPONDENT]/22UB/LRM/2024/0600, the [NAME] Respondent was also a Respondent. The [NAME] related to a claim for the right to manage, and a counter notice served in the “registration gap” by [NAME] [NAME], who signed a counter notice on behalf of [COMPANY]. At the time, the latter was a dissolved company. In that case it was held that “[NAME] [NAME] could not have been authorised to sign and give the purported counter notice on behalf of the dissolved company. There has been no explanation of how [NAME] [NAME] believed he was so authorised”. It was held in that case that no counter notice was given.

20. In a further decision of this Tribunal [COMPANY] v [COMPANY]/00BF/LRM/2023/001, similar circumstances arose. It was again held that: “[NAME] [NAME] [NAME] of [COMPANY] did not have authority to serve a counter notice on

7 the previous freeholder’s behalf”. In that case, the consequence was that no counter notice was deemed to have been given. There have been numerous matters before this Tribunal on the same issue.

21. Whilst a counter notice was served in this case, it was signed by [NAME] [NAME]. No evidence has been provided to this Tribunal to show either his, [NAME]’ or [NAME]’s authority to act on behalf of [NAME], and the Tribunal therefore finds that on the balance of probabilities, no such authority was given to him.

22. The Counter Notice is therefore determined to be invalid, and no counter notice is deemed to have been served.

23. Section 90(2) and (3) of the Act provides that where no counter notice is given the right to manage is acquired on the date “specified in the claim notice under section 80(7)”.

24. Where no counter notice has been given, the Tribunal has no jurisdiction to make a determination under section 84(3), because the right to manage has already been acquired as a matter of law.

Accordingly, the Applicant’s [NAME] is dismissed. Costs 25. Under Rule 13(2) Tribunal Procedure (First Tier Tribunal) ([NAME]) Rules 2013, the Tribunal has discretion to order reimbursement of tribunal fees. The Respondents have failed to comply with Directions and have been unsuccessful. It is not clear whether this is due to the conduct of [NAME] [NAME] on behalf of [NAME], or some failing by [NAME]. It is therefore fair and just to order that both Respondents are liable to repay £114 to the Applicant on a joint and several basis (dispute about which is between themselves and does not affect payability of the order), to reimburse the Tribunal fee paid by it.

8 Name: Judge Purcell

Date: 26 November 2025

Rights of appeal

By rule 36(2) of the Tribunal Procedure (First-tier Tribunal) ([NAME]) Rules 2013, the tribunal is required to notify the parties about any right of appeal they may have.

If a party wishes to appeal this decision to the Upper Tribunal (Lands Chamber), then a written [NAME] for permission must be made to the First-tier Tribunal at the regional office which has been dealing with the case.

The [NAME] for permission to appeal must arrive at the regional office within 28 days after the tribunal sends written reasons for the decision to the [NAME].

If the [NAME] is not made within the 28-day time limit, such [NAME] must include a request for an extension of time and the reason for not complying with the 28-day time limit; the tribunal will then look at such reason(s) and decide whether to allow the [NAME] for permission to appeal to proceed, despite not being within the time limit.

The [NAME] for permission to appeal must identify the decision of the tribunal to which it relates (i.e. give the date, the property and the case number), state the grounds of appeal and state the result the party [NAME] the [NAME] is seeking.

If the tribunal refuses to grant permission to appeal, a further [NAME] for permission may be made to the Upper Tribunal (Lands Chamber).