Relief From Forfeiture Granted To A Mere Licensee

In General Motors UK Limited v. The Manchester Ship Canal Company Limited 2016 EWHC 2960 (Ch) the High Court granted relief from forfeiture to a mere licensee, thereby reinstating a licence that had otherwise been validly terminated for non-payment of the licence fee. The grant of relief from forfeiture has historically been restricted to cases involving proprietary or possessory rights so this decision is one of note to both licensors and licensees

Background

In 1962 The Manchester Ship Canal Company Limited (MSC) granted General Motors UK Limited (GM) a licence, in perpetuity, to discharge surface water from GM's main manufacturing plant at Ellesmere Port into the Manchester Ship Canal. The licence reserved an annual fee of £50 and a right for MSC to terminate in the event of non-payment.

GM failed to make the 2013 payment of the licence fee and, after some correspondence, MSC terminated the licence on 10 March 2014. The parties subsequently tried to negotiate a new licence but without success. It was clear that MSC was seeking a significantly increased licence fee, in the region of £450,000, for any new arrangement.

Following advice from external counsel, GM brought a claim seeking (among other things) relief from forfeiture (i.e. for the court to exercise its equitable jurisdiction to reinstate the licence although it had been validly terminated).

Jurisdiction to grant relief from forfeiture

Case law has established that relief from forfeiture is generally limited to contracts which involve the transfer of proprietary or possessory rights, rather than cases involving purely contractual rights. As such the first task of the court was to determine what kind of rights had been granted.

On the facts, the court held that the 1962 document created a licence and did not create a proprietary right, such as an easement. This was notwithstanding the fact that it was expressed to be for the benefit of successors in title. As a professionally drafted document the court felt, following the judgment in IDC v. Clark1, that the use of the word "licence" was "of considerable importance" and ultimately persuasive in this case.

In the absence of any proprietary rights, the court considered whether any possessory rights had been granted. GM argued there were possessory rights given its exclusive use of the spillway for over 50 years. The court commented that "assuming, without deciding, that the right of passage of water through the spillway does not...