Upper Tribunal allows RTM company’s appeal over atrium roof service charges

The Upper Tribunal (Lands Chamber) has allowed an appeal by the Carlow House right to manage company against a ruling that leaseholders of four London flats need not contribute to repairing the building's atrium glazed roof.

Background

Carlow House, near Regent's Park in London, is a converted former office building. Its atrium has a glazed roof that lets daylight into the centre of the building. Work to repair the roof began a few days before 14 March 2022. On that date Carlow House RTM Company Ltd took over management of the building after acquiring the right to manage under Part 2 of the Commonhold and Leasehold Reform Act 2002.

The leaseholders of flats 320, 323, 407 and 408 applied to the First-tier Tribunal, Property Chamber, under section 27A of the Landlord and Tenant Act 1985. They asked it to determine their liability to pay three service charges for the 2022 service charge year. Two of those charges were resolved, leaving only the cost of the roof work in dispute.

In a decision published on 7 February 2025, the First-tier Tribunal held that the leaseholders were not liable to contribute to the roof works. It gave permission to appeal.

The question

The question was whether, under the terms of their leases, the leaseholders had to contribute to the cost of repairing the atrium roof. That turned partly on the effect of a 2017 consent order between the developer, GHL, and the fourth-floor leaseholders, and partly on the wording of the leases.

The decision

Martin Rodger KC, Deputy Chamber President, allowed the appeal in a decision dated 26 January 2026, following a hearing on 13 January 2026.

The reasoning

The Upper Tribunal identified difficulties with the First-tier Tribunal's approach. The RTM company was not a party to the consent order and did not exist when it was made. The order was a contract between GHL and the fourth-floor leaseholders. The First-tier Tribunal had not explained why that contract affected the rights and obligations of the other leaseholders as against the RTM company.

The Tribunal also found nothing in the consent order to suggest the leaseholders would not contribute to the roof repair costs:

• The order contained an unqualified agreement to pay service charges accruing after 25 April 2017.
• It referred to statutory consultation, which would not be required unless some leaseholders were expected to contribute.
• It released GHL from its obligation under a 2015 agreement to complete the atrium roof repairs within 18 months.

In the Tribunal's view, the order drew a line under that agreement.

One leaseholder said both sides had intended that the roof cost would not fall on leaseholders. The Tribunal accepted his sincerity but held that one party's understanding is not decisive. Applying Arnold v Britton [2015] AC 1619, it said a document's meaning is what a reasonable reader with all the relevant background would take the parties to have intended.

The leaseholders also relied on a lease clause requiring the landlord "to initially provide and thereafter to keep in good repair" the roof. The Tribunal noted the roof already existed when the leases were granted. It accepted, though, that the wording could be read as requiring the landlord to put the roof in repair at the start of the lease.

Sources

• Carlow House RTM Company Limited v Stephen Francis Colchester & Ors [2026] UKUT 33 (LC), Upper Tribunal (Lands Chamber), 26 January 2026: https://caselaw.nationalarchives.gov.uk/ukut/lc/2026/33