Wembley National Stadium Ltd v Wembley (London) Ltd& Ors

Facts

The claimant, Wembley National Stadium Limited ("WNSL"), a wholly owned subsidiary of the Football Association Ltd, was formed to acquire the old Wembley Stadium and build a new one on the same site. By a transfer and a lease both dated 15 March 1999, the first defendant, Wembley (London) Limited ("WLL"), sold the old stadium and its site to WNSL for £93.7m and, by the lease, demised parking, access and other rights over its retained land for 125 years, the consideration for which included a service charge. The old stadium closed to major events in November 2000 and was demolished; the new stadium was practically completed on 9 March 2007. On 13 July 2001, for stamp duty reasons, WLL transferred the freehold of the retained land to the second to fifth defendants ("Gideon"), who declared that they held it as nominee and trustee for WLL absolutely; that transfer was registered on 7 June 2002. Quintain Estates and Developments plc acquired the shares in all the defendants in August 2002. By a letter dated 17 November 2006 WLL demanded £660,831 under six service charge invoices. WNSL issued this claim on 14 December 2006 seeking declarations of non-liability; the defendants served a section 146 notice and counterclaimed, latterly for declarations, and for £120,000 of advance payments.