UK Construction and Law

A missed invitation to participate does not sink a right to manage claim, the Supreme Court holds

By Staff Writer  |  30 August 2026

The Supreme Court allowed the right to manage company's appeal and restored the Upper Tribunal. One qualifying tenant was never given a notice of invitation to participate, but the landlord objecting to the claim notice had lost nothing by that omission and could not rely on it.

The right to manage lets the long leaseholders in a block take over its management without buying the freehold and without proving fault. The route is set out in Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002. Before the company serves its claim notice on the landlord it must give every eligible qualifying tenant a notice of invitation to participate, and it must do so at least fourteen days beforehand. Those are the requirements in sections 78(1) and 79(2).

In this case one qualifying tenant in the block was never given that notice. She made no complaint about it. Shortly after the claim notice was served she decided to join the company as a member anyway. The landlord, which had received its own claim notice and could object, took the point instead, and argued that the omission made the claim notice void.

The First-tier Tribunal rejected that argument. So did the Upper Tribunal. The Court of Appeal accepted it, holding the claim notice void and the claim incapable of succeeding.

The second chapter of a question left open

The court had been here before. In A1 Properties (Sunderland) Ltd v Tudor Studios RTM Co Ltd the objection came from a management company and an intermediate landlord who had not been served with a claim notice at all, and it failed because neither had lost anything of value by the breach. That analysis followed the Soneji line: rather than asking whether a rule is mandatory or directory, the court asks what Parliament intended the consequence of the breach to be.

What A1 Properties expressly reserved was the very point that arose here, namely whether a landlord who is given a claim notice can object because some other person, a qualifying tenant, was not given a notice of invitation to participate. The Court of Appeal read a passage of the earlier judgment as answering that question in the landlord's favour. The Supreme Court held that it did not, and that even if the passage was persuasive it should not be followed.

The failure caused no conceivable prejudice to Avon, which was not a person intended to be benefited or protected by the two rules in question.

Lord Briggs

Why the landlord could not take the point

Three reasons were given. The failure caused the landlord no prejudice, because the two rules are there for the benefit of qualifying tenants and not for it. The failure had no effect on the progress of the acquisition, because qualifying tenants have no right to oppose it by counter-notice. And Parliament cannot have intended an error of that kind to invalidate the acquisition unless the tenant affected takes her own step, which is an application for an enforcement order under section 107.

The court also read across the policy passages of the earlier decision. Procedural requirements were not put in the scheme to create traps, nor to give an objecting landlord who has not itself been affected a windfall power to stop the transfer. Requiring a company to start again whenever it slips on a procedural step would make the remedy harder to use, and the risk that lack of funds defeats an otherwise good claim is real. Only where a landlord or other stakeholder can show it has lost an objection with substantive force does the transfer become voidable.

The appeal was allowed and the decision of the Upper Tribunal restored.

What it means on the ground

For leaseholders and their advisers the practical effect is narrow but useful. A slip in the invitation stage is not automatically fatal, and a landlord who was properly served and could object on the merits cannot convert somebody else's missed notice into a knockout point. For landlords and managing agents the message runs the other way: an objection now has to be tied to something the objector actually lost. And for the company promoting a claim, the safe course has not changed. Serve every eligible qualifying tenant, count the fourteen days, and keep the proof, because the tenant who was overlooked still has her own remedy and the tribunal still has to be satisfied the claim is well founded.