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Fixtures – what passes on sale of land?

Property lawyers will recall their land law, which states that fixtures can pass on the sale of land but fittings do not. This can be seen as an archaic distinction – but a recent HC case has considered this case law in the very current context of solar panels. 
 
The case involved a claim for the tort of conversion (which occurs when one person interferes with the personal property of another, eg by taking it or withholding it without lawful justification) but the point of interest is what the HC had to say about the fixtures.
 
The claimant was the owner of a commercial fishery which was bought by LPA receivers appointed by the legal chargee of the land. The claim related to a stock of fish at the property and solar panels and the feed in tariff. Neither of these issues had been dealt with in the sale contract and the seller claimed that they belonged to him at all times. Two issues fell to be decided by the HC: 
  1. whether title to the fish passed to the defendant with the sale of the land or whether it remained vested in the claimant; and
  2. whether the solar panels attached to the land were to be treated as fixtures which would pass to the buyer upon sale of the land.
HC held that the solar panels and associated equipment were fixtures and passed automatically on the sale of the land – the reasons for this contain language that will be familiar to property lawyers: 
  • the degree of annexation – the solar panels were fixed to a frame that was concreted into the land – the degree of attachment means that they were fixtures; and
  • the object and purpose of the annexation – the electricity generated by the solar panels was to power equipment on the site so their use was an integral part of the land itself.
HC held that the fish did not pass to the buyer. There is no absolute property in wild animals while living. As the court said: ‘therefore, in general, nobody owns fish’. This was qualified to some extent, as the claimant had introduced the fish into closed lakes and as the sale contract did not address the title to the fish, they did not pass on sale. This issue was of no small significance because a version of a draft contract showed £200,000 as being payable for the fish at the outset. 
 
While those items which are deemed fixtures pass automatically with the land on sale and thus, theoretically do not need to be addressed in the contract, the case is a pertinent reminder to property lawyers that they should always remember to deal with all fixtures, fittings and contents in the contract on any sale of land. See Borwick Development v Clear Water [2019] EWHC 2272 (Ch) reported on www.bailii.org and see also Practical Law (subscription service).
 

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