Shiloh Spinners Ltd v Harding [1973] A.C. 691
ASSIGNMENT – COVENANTS – EQUITABLE REMEDIES – LEASEHOLDS – RIGHT OF RE-ENTRY
Facts
The claimants (S) were assignees of two long leases of adjoining mills. S assigned part of the premises to T, who in turn assigned to H. The assignment to T contained several covenants of which H was aware, including a covenant not to diminish the support and protection given to the retained premises. H committed several breaches of covenant, including demolishing most of the buildings.
C sought possession of the premises and H both disputed C’s right of re-entry and sought relief against forfeiture. The court at first instance found in favour of H but this decision was reversed by the Court of Appeal. An appeal was brought by H before the House of Lords.
Issues
A number of issues fell to be resolved by the House of Lords. Chief amongst them, however, were whether (1) A right of re-entry was registrable as a Land Charge, the absence of which would preclude it being enforceable against H; and (2) Whether relief from forfeiture could, in principle, be made available in cases of wilful breach.
Decision/Outcome
The House of Lords, finding in favour of C, held that a right of re-entry, as an equity, would not fail for want of registration. Moreover, as an equitable proprietary right, it would be enforceable against H, as it was accepted that H had actual notice of its existence.
As to whether relief from forfeiture could be made available in cases of wilful breach it was found that, whilst the circumstances in which it would be appropriate to grant relief would be rare, the fact that forfeiture proceedings were initiated by deliberate breach of covenant was not, of itself, fatal to the case of a covenantee.
Updated 21 March 2026
This case summary accurately reflects the decision in Shiloh Spinners Ltd v Harding [1973] AC 691. The two core holdings — that a right of re-entry as an equitable proprietary interest does not require registration as a land charge to bind a purchaser with actual notice, and that wilful breach of covenant does not automatically preclude relief against forfeiture — remain good law.
One contextual point worth noting: the land registration context has developed significantly since 1973. Under the Land Registration Act 2002, for registered land, the position on how equitable interests bind third parties is now governed by the statutory overriding interests and notice framework in that Act rather than by the Land Charges Act 1972. The principles from Shiloh Spinners regarding unregistered land and the doctrine of notice remain relevant to unregistered land specifically. Students should ensure they apply the correct registration regime depending on whether the land in question is registered or unregistered.
On relief against forfeiture more broadly, the jurisdiction confirmed in Shiloh Spinners continues to be recognised and applied in subsequent case law, including in the Supreme Court. The article is accurate as a case summary but should be read alongside current land registration rules when applied to modern registered land scenarios.
