Rose Builders (Properties) Limited v Alpha Trust

Facts

The claimant is a building company in the Lawford, Mistley and Manningtree area of Essex; the defendant is a multi-academy trust operating five schools, including Manningtree High School. In 2015 the claimant entered into a land swap agreement with Manningtree High School Limited ("MHS"), a company limited by guarantee, under which land near the school was transferred to MHS and a field off Long Road ("the Green Land") was transferred to the claimant, the claimant also funding a multi-use games area, an extended playing field and a coach turning space. The transfer, executed on 6 July 2018, contained a twenty-five year covenant against non-agricultural use expressed to be for the personal benefit of MHS, with provisions for an overage payment (the "Variation Price") on release. MHS transferred its undertaking to the defendant in 2019 and was later dissolved. A small sliver of land was transferred by the defendant to the claimant in 2022 on the same terms. Following the grant of planning permission in March 2023, the claimant's price notice put the Variation Price at £549,026 and, after advice, at minus £120,165; the defendant's counter-notices claimed £4,536,090.34 and then £3,615,729.56. The claimant issued a Part 8 claim seeking declarations on entitlement to the covenant and its construction.