What You See Isn’t Always What You Get

A Look at Fixtures and Chattels and What Passes on The Sale of Property

The High Court’s latest decision on a case acts as a reminder to buyers and sellers of property to have a clear agreement at the outset of what is being sold and purchased in terms of any chattels and fixtures.

In Borwick Development Solutions Ltd v Clear Water Fisheries Ltd [2019] EWHC 2272, the defendant purchased a commercial fishery made up of land and man-made lakes and pools. The land also had solar panels on site and fish stocks in the lakes.

The purchasers were expecting to have also purchased the solar panel and fish stocks as part of the agreement, however, the land sale contract did not deal with the solar panels and fish stocks. The claimant (the seller) argued that it was still the owner of them and that they did not pass to the purchaser as part of the land sale.

The Court disagreed with the seller on the solar panels but not on the fish.

The solar panels, the Court held, were fixtures on the land which passed automatically on the sale. Fixtures are items that are so permanently attached to a property that removing them would cause noticeable damage. The solar panels were deemed fixtures as:

1. They were fixed into a metal frame which was concreted into the land.
2. They were used by the land for electricity, the electricity was not used independently from the land it was for the land’s benefit.

However, on the fish (and bear in mind the defendant was purchasing a commercial fishery), the Court disagreed with the defendant; the fish were considered chattels (moveable and personal property which does not automatically pass on a sale unless expressly specified). As the fish stock was not addressed in the contract, it did not pass to the buyer. The Court held that although there was no absolute property in a living wild animal, the seller had a qualified property to those fish which were introduced to and isolated in a closed water system.

Lessons for Buyers and Sellers 

The seller should always make it clear what is and is not being sold with the property. Sellers should:

a) prior to making the property available for viewing, consider removing any chattels/fixtures from the property that it does not wish to include / represent as being part of the sold property;

b) deal with chattels in the sale contract and make it clear whether a chattel is also being sold.

Purchasers should:

a) make enquiries early on as to whether they are expecting particular chattels to be included;

b) ensure the seller does not remove any fixtures / chattels prior to the purchase completing;

c) ensure the seller has title to those chattels and the ability to sell them to you, if any chattels are being transferred.

For help or advice regarding the sale or purchase of commercial property, contact Commercial Property Solicitor, Raj Hundal,  on 0116 402 7249 or email raj.hundal@bhwsolicitors.com.