## Facts

- Wrotham Park Estate sold land to a developer with a restrictive covenant requiring estate consent for any building, registered as a Class D charge under the Land Charges Act 1925.
- The land changed hands multiple times and was acquired by Parkside Homes in 1971.
- Parkside Homes constructed buildings on the land after obtaining planning permission but without the required consent from Wrotham Park Estate.
- Wrotham Park Estate sought an injunction to halt the development and to demolish existing structures, arguing breach of the restrictive covenant.
- The court needed to decide if the covenant was enforceable against Parkside Homes and what remedy, if any, was proper.

## Issues

1. Whether the restrictive covenant was enforceable against the subsequent purchaser, Parkside Homes.
2. What remedy, if any, should be awarded for breach of the covenant where the claimant suffered no direct financial loss.
3. Whether the court should grant an injunction or award damages, and on what basis those damages should be calculated.

## Decision

- The court held that the restrictive covenant was enforceable against Parkside Homes because it was properly registered.
- An injunction to require demolition of the buildings was refused, as demolition would constitute waste and there was no tangible damage to Wrotham Park Estate’s land.
- Damages were awarded based on the sum that could reasonably have been demanded for releasing the covenant, not on direct financial loss.
- This assessment established the approach of awarding negotiating damages where actual loss is difficult to quantify but a right has been violated.

## Legal Principles

- Negotiating damages (Wrotham Park damages) are available where a breached right constitutes an asset and direct loss is not readily quantifiable.
- The basis for such damages is the notional amount the claimant could have reasonably demanded to release or waive the right infringed.
- The principle aims to prevent unjust enrichment by requiring the party benefiting from the breach to pay for the value of the right taken.
- Registration of restrictive covenants is essential to ensure enforceability against successors in title.
- These damages are compensatory—not restitutionary—and are based on a hypothetical negotiation rather than actual loss or gains made by the defendant.

## Conclusion

Wrotham Park Estate Co Ltd v Parkside Homes Ltd established the principle of negotiating damages, enabling claimants to recover a reasonable sum for the breach of valuable rights even in the absence of provable financial loss, thereby ensuring fairness and preventing unjust enrichment.

Wrotham Park Estate Co Ltd v Parkside Homes Ltd [1974] 1 WLR 798