Into Nominee One Ltd v Study Group UK Ltd [2026] EWHC 1201 (TCC)

Although the English courts have accepted, in principle, that the doctrine of frustration applies to leases, the courts have never found that a lease has been frustrated as a matter of English law. In keeping with previous jurisprudence, the Technology and Construction Court has rejected the tenant’s claim that the lease was frustrated in Into Nominee One Ltd v Study Group UK Ltd [2026] EWHC 1201 (TCC) and granted the landlords summary judgment on their claim for rent arrears and other sums.

The tenant, Study Group UK Limited, leased Voyager House, a purpose-built residential training school in Brighton from the landlords by way of a full repairing lease. Study Group’s obligations under the lease were guaranteed by Daily Mail and General Trust plc (DMGT) as surety.

The dispute centred around the discovery of fire safety defects in Voyager House in 2022. The landlords brought a claim against Study Group (as tenant) and DMGT (as surety) for arrears due under the lease which Study Group had failed to pay.

Study Group’s case on frustration was pleaded on two alternative bases:

1) Frustration of Common Purpose: at the time of entry into the lease, the parties shared a common purpose that Voyager House was safe to use for its intended purpose (an educational residential facility), and that this purpose had been frustrated; alternatively

2) Frustration by Supervening Event: supervening legislative changes (namely the Fire Safety Act 2021 and Building Safety Act 2022) had frustrated the lease.

In response, the landlords alleged that Study Group had agreed to keep Voyager House in good and substantial repair by way of a wide-ranging repair covenant; as the parties had sufficiently allocated liability in the event of discovery of defects, the obligation fell to the Study Group to rectify those defects.

Having considered the terms of the lease and prior agreement for lease, Mr Roger ter Haar KC, sitting as Deputy High Court Judge, held in favour of the landlords. The parties had not shared or assumed a common understanding that Voyager House would be defect-free. In fact, the lease (i) made clear that the landlords made no warranty as to the suitability of Voyager House for Study Group’s purposes and (ii) allocated risk of such defects by providing that the tenant had an unlimited obligation to repair, rebuild and renew Voyager House, save in respect of any of the insured risks which the landlord was obliged to insure. The carve-out in the lease in respect of insured risks showed that the parties had “expressly turned their minds” to the kind of events that might trigger the doctrine of frustration and had agreed that where insurance was available, the consequence of such events would be borne by insurers. Otherwise, the obligation of repair fell to Study Group. Subsequent legislation did not alter that analysis, where remedial works to remedy the fire safety issues were necessary even before such legislative changes had been introduced.

The landlords were accordingly granted summary judgment on their claim and DMGT was granted summary judgment on its additional claim against a third party, Study Group Holdings, for sums payable by DMGT under the lease.

Subsequent events

An interesting legal point arose post-judgment regarding the Claimants’ standing to bring the claim, in the light of a potential equitable assignment made by the Claimants of certain rights under the lease to a non-party lender , including the right to the sums claimed in its summary judgment application.

The point was resolved by way of provision of an undertaking by the lender not to pursue DMGT for recovery of any sums paid by DMGT to the landlords. It highlights the importance of ensuring that a debtor is not exposed to risk of double jeopardy where a creditor has assigned its rights to the debts claimed to another party, and the practical means by which such risk can be addressed.

To read the full judgment, please click here.

Edward Cumming KC and Méabh Kirby (instructed by Slaughter and May) acted for Daily Mail and General Trust plc