Wilkes v Spooner [1911] 2 K.B. 473
RESTRICTIVE COVENANT – LEASES – PURCHASER FOR VALUE WITHOUT NOTICE – SUBSEQUENT PURCHASER WITH NOTICE
Facts
A lessee of premises (L), upon which the lessee conducted his business as a general butcher, contained a covenant by which L covenanted not to carry on any noisy or offensive trade other than that of a butcher. He was also a lessee of different premises in the same street, which were used for the same purposes. L sold his interest in the latter premises to the claimant (C), and the goodwill of his business as a general butcher, covenanting with C that he, his executors, administrators, and assigns, would not use the former premises for the same purposes. L then gave up his business and surrendered his lease to the landlord, who granted a new lease to his son who subsequently set up as a competing butcher. The landlord did not have notice of the covenant, actual or constructive, yet D himself was aware of its existence.
Issues
Whether a bona fide purchaser, for valuable consideration and without notice, can give a good legal title to a subsequent purchaser who is fixed with notice of some pre-existing equity affecting the property.
Decision/Outcome
The appeal was dismissed with the court finding that, under the circumstances of the case, the landlord did not have constructive notice of L’s covenant, and, consequently, could grant to D a lease free from the restriction of that covenant. D, therefore, could not be restrained at the behest of C from carrying on the business of a general butcher whilst tenant of the premises.
Updated 21 March 2026
This case summary accurately describes the facts, issue, and outcome of Wilkes v Spooner [1911] 2 KB 473. The principle established — that a bona fide purchaser for value without notice can pass good title free of a pre-existing equity, even to a subsequent transferee who has notice — remains a recognised part of English land law and equity. It is sometimes referred to as the ‘shelter principle’ or the rule in Wilkes v Spooner. The principle continues to be cited in standard land law and equity textbooks and has not been overturned. Readers should note, however, that the practical significance of this rule in registered land is now substantially limited by the Land Registration Act 2002, under which priority is generally governed by the register and the rules on overriding interests rather than by the doctrine of notice. The rule in Wilkes v Spooner retains greater relevance in unregistered land and in equitable contexts outside the registered land regime. The article does not address these distinctions, which students should be aware of when applying this case in a modern context.
