Introduction

The case of Granton Central Developments Ltd versus City of Edinburgh Council ([2021] ScotCS CSOH_30) presents significant insights into the complexities surrounding the enforceability of contractual rights by successors in title under section 75 agreements within Scottish planning law. The central issue revolved around the pursuer's attempt to enforce clause 5.4 of a 2003 section 75 agreement, seeking the reconveyance of the Tram Line Route (TLR) from the Council. The Council contested the pursuer's standing to sue, leading the Scottish Court of Session to deliberate on the matter.

Summary of the Judgment

The Court of Session, presided by Lady Wolffe, ultimately upheld the City of Edinburgh Council’s position that Granton Central Developments Ltd (the pursuer) lacked the necessary title to sue. The judgment clarified that the pursuer, having never held direct heritable title to the TLR and not being a party to the original section 75 agreement, could not enforce clause 5.4 for reconveyance. Furthermore, the pursuer's reliance on various additional documents and attempts to amend its pleadings did not establish sufficient legal grounds for standing.

Analysis

Precedents Cited

The judgment extensively referred to several key precedents that shaped the court’s reasoning:

• D & J Nicol v Dundee Harbour Trustees 1915 SC (HL) 7: Established that a pursuer must demonstrate a lawful entitlement to raise an action, focusing on beneficial interests rather than direct heritable titles.
• AXA General Insurance v Lord Advocate [2011] JSC 46: Distinguished between public law applications for judicial review and private law actions, emphasizing different tests for standing.
• Eagle Lodge Limited v Keir and Cawder Estates Limited 1964 SC 30: Highlighted that tenants under long leases do not inherently possess standing to sue landlords for certain contractual obligations.
• Hill of Rubislaw (Q Seven) Limited v Rubislaw Quarry Aberdeen Limited [2013] CSOH 131: Distinguished declaratory actions from enforcement of private contractual rights.

Legal Reasoning

The Court delved into the distinction between public and private law contexts. It emphasized that the AXA case's broadened locus standi pertains strictly to public law, particularly judicial reviews, and cannot be extrapolated to private law actions seeking enforcement of contractual rights. The Court reiterated that in private law, the established test from D & J Nicol remains paramount, requiring the pursuer to demonstrate a direct legal relationship granting them the right to enforce the agreement.

Applying this, the Court concluded that the pursuer failed to establish such a relationship with the original section 75 agreement. The absence of direct heritable title, combined with the lack of any assignation or doctrine of jus quaesitum tertio, meant that the pursuer could not inherit the contractual rights from Forth Ports plc. Additionally, the Court found that the pursuer's attempts to utilize subsequent agreements or amendments did not effectively bridge this legal gap.

Impact

This judgment has far-reaching implications for future cases involving section 75 agreements and the enforceability of contractual obligations by successors in title. It underscores the necessity for clear legal standing, emphasizing that mere beneficial interests or de facto control over a development do not suffice for enforcing private contractual clauses. Developers and planning authorities must ensure that any successors intended to inherit contractual rights are explicitly recognized within the original agreements to prevent similar disputes.

Furthermore, the decision reinforces the importance of adhering to established legal tests for standing in private law, cautioning against the inappropriate application of public law principles. This clarity aids in delineating the boundaries between public supervisory roles and private contractual enforcement, promoting legal certainty in planning and development disputes.

Complex Concepts Simplified

Section 75 Agreements

Under the Town and Country Planning (Scotland) Act 1997, a section 75 agreement allows planning authorities and developers to enter into legally binding contracts that set out obligations related to the development of land. These agreements are recorded in the Land Register and are meant to ensure that specific planning conditions are met.

Reconveyance Clauses

A reconveyance clause, such as clause 5.4 in this case, typically stipulates conditions under which land or rights can be returned (or reconveyed) to a previous owner or their successor. This ensures that specific obligations tied to the development are upheld or reversed based on future circumstances, such as the commencement of certain infrastructure projects.

Title to Sue and Standing

Title to sue refers to the legal right to bring a case before the court. Standing ensures that the party initiating the lawsuit has a sufficient stake in the outcome, typically requiring a direct legal interest or relationship to the matter at hand.

Conclusion

The Granton Central Developments Ltd v City of Edinburgh Council judgment serves as a pivotal reference point for understanding the stringent requirements for enforcing contractual rights within Scottish planning law. It reiterates the necessity for clear and direct legal standing, especially when successors in title seek to uphold or reverse obligations set out in section 75 agreements. By reinforcing the distinction between public and private law standing, the Court has provided clear guidance on the parameters of legal enforceability, ensuring that only parties with explicit rights under agreements can seek judicial remedies. This clarity not only aids in the resolution of similar future disputes but also underscores the importance of meticulous contractual drafting and recognition of successor rights in planning agreements.