The High Court has recently clarified the law relating to certain items on a property, when the contract for sale is unclear. In the case of Borwick v Clear Water Fisheries*, the claimant was the former owner of a commercial fishery. The defendant bought the fishery from receivers, appointed to oversee the sale. The claimant claimed that the fish in the nine lakes on the property and the solar panels that were fixed to the property were his and that ownership did not pass to the purchaser on the sale of the land.
Generally, when a contract is silent on what the parties intend in relation to fixtures, then the fixtures are seen as an integral part of the property that pass to the purchaser once the sale is completed. Chattels, however, are treated by law as personal property, and as such title does not pass to a purchaser unless specifically agreed in the contract.
Consequently, the High Court had to decide the legal status of the solar panels and the fish stocks in the lake.
The fish were chattels
The High Court found that the fish in the lakes were chattels. They were not wild fish (which would not be chattels) because they had been stocked specifically for the commercial fishery and were held in a closed water system from which they could not escape and into which wild fish could not enter. Consequently, title to the fish stocks did not pass on the sale of the land.
The solar panels were not
The High Court found that the solar panels were fixtures for two main reasons. First, the judge found that, looking at the structure as a whole, the solar panels could not be removed from the property without significant damage to the surface of the property. Consequently, the solar panels were affixed to the land and that degree of attachment meant that the panels formed part of the property. Second, the judge found that the purpose of fixing the solar panels to the land was not for the enjoyment of the solar panels independently of the land, but to benefit the land itself.
The case provides a lesson to all involved in the sale/purchase of a property. Make it clear, from the outset, both in negotiations and in the contract, what is included in the sale and what is not. If receivers are unable to determine the intention of the seller in relation to chattels which are on the property, then make it clear to the purchaser, in the contract, that no title will pass on the sale of the property. Even better, ensure that all chattels are legally removed from the property prior to the sale. Conversely, for purchasers wishing to purchase a property for which certain items are integral, like fish in a commercial fishery, make sure that those items are included in the contract for sale.
*Borwick Development Solutions Ltd v Clear Water Fisheries Ltd  EWHC 2272 (Ch).
Disclaimer: While we do all that is possible in terms of ensuring its accuracy, this blog contains general information only. Nothing in these pages constitutes legal advice. You need to consult a suitably qualified lawyer from the firm on any specific legal problem or matter.
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