Holland v Hodgson (1872) LR 7 CP 328, 41 LJCP 146, 20 WR 990 [1861-73] All ER Rep 237

Holland v Hodgson is 130 years old. Yet, it is still applied today!

It was applied as recently as 11 August 2021 by the Queen’s Bench Division (Technology and Construction Court) in the case of The Royal Parks Ltd and others v Bluebird Boats Ltd [2021] EWHC 2278 (TCC).

Here in Malaysia, it is still valid law.

The High Court in Malaya referred to it in Sri Ternak Mart (Sk) Sdn Bhd v Majlis Perbandaran Subang Jaya [2019] MLJU 1635. If you can recall, Holland v Hodgson found its way (among others) into the case of the Shell Company of the Federation of Malaya v Commissioner of the Federal Capital of Kuala Lumpur [1964] 1 MLJ 302 (Here is the link to my previous entry).

Based on a quick survey on Lexis advance, the case was recently referred to in:

• Australia: Patterson v Craft Decor Pty Ltd (ACN 008 759 206) | [2021] WASAT 89
• Canada: G.R.J. Holdings Ltd. v. Total Energy Services Ltd. [2017] A.J. No. 1283
• Hong Kong: Mohinisons Co Ltd v Koonex Technology Ltd [2019] HKCU 3802
• New Zealand: Keller v Daisley [2021] NZCA 351
• Singapore: HSBC Institutional Trust Services (Singapore) Ltd (Trustee of Capitaland Mall Trust) v Chief Assessor [2019] SGHC 95 — [2020] 3 SLR 510

Let’s dive into this influential case.

Holland v Hodgson: Quick Overview

Blackburn J delivered the judgement of the Court of Exchequer Chamber on 23 May 1872.

The judges on the Bench were:

• Kelly CB (i.e., Sir Fitzroy Edward Kelly, Lord Chief Baron of the Exchequer)
• Blackburn J – Sir Colin Blackburn, later The Rt. Hon. The Lord Blackburn
• Mellor J – Likely Sir John Mellor
• Hannen J – James Hannen (Later The Rt. Hon. The Lord Hannen)
• Channell B – Sir William Channell, Baron of the Exchequer
• Cleasby B – Sir Anthony Cleasby, Baron of the Exchequer

This case is an appeal by the defendants from the Court of Common Pleas which ruled in favour of the plaintiffs/claimants:

• Appellant/Defendant – Holland & Another
• Respondent/Plaintiff – Hodgson & Another

Facts of the Case

George Mason owned a mill. He later mortgaged the mill and its fixtures to the Plaintiffs through a mortgage dated 7 April 1869. Unfortunately, the mortgage deed was not registered under the Bills of Sale Act 1854.

Through deed dated 3 July 1869, Mason assigned all his estate and effects to the Defendants. The defendants acted as trustees to Mason’s creditors. This July Deed was registered under the Bankruptcy Act 1861. After it took effect, the Defendants took possession of all of Mason’s properties including looms and engines belonging to the Plaintiff. These were all sold.

The Court of Common Pleas gave judgement for the Plaintiff except for the shuttles and engines.

Judgement Delivered by Blackburn J

I. Trade and Tenant Fixtures

The unregistered April deed was void when the Defendants took possession of the properties and personal chattels on behalf of Mason’s creditors.

The Court of Exchequer Chambers also turned to its decision in Climie v Wood where it ruled that trade or tenant fixtures form part o the land. Fixtures pass by the land’s conveyance.

However, a tenant has the right to sever the fixtures from the land.

Mortgagors, on the other hand, do not have similar rights.

“Things which are annexed to the land for the purpose, of trade or of domestic convenience or ornament in so permanent a manner as to become part of the land, and yet the tenant who has erected them is entitled to remove them during his term, or it may be within a reasonable time after its expiration.”

Defining trade and tenant fixtures in Climie v Wood

II. Attachment to the Land

The legal maxim “what is annexed to the land becomes part of the land” remains true. However, the court needs to decide on to precise when an annexation becomes part of the land.

Blackburn J reasoned that this is examined on a case-by-case basis. The learned judge put forward two conditions to guide the court:

a) Degree of Annexation

An object attached to the land only by its weight is a chattel (Wiltshear v Cottrell).

b) Object /Purpose of Annexation

When a chattel is intended to be part of the land, even if it wasn’t attached to it, then the chattel becomes part of the land (D’Eyncourt v Gregory).

Blackburn’s Illustrations

Blackburn employed blocks of stone stacked one on top of the other as an example. As a drystone wall without cement or mortar, it still’s part of the land. Conversely, blocks of stone stacked isn’t part of the land when it’s just there for storage.

In another example, large ships anchored to the riverbed or seabed isn’t a fixture of the land. Yet, the anchor must be fixed to the ground to bear the strain of the cable. Cables fixed to a riverbed to hold a suspension bridge in place, however, becomes part of the land.