I would like to request a summary of the contractual partnership between U+I and TfL in relation to the Landmark Court Project. I am particularly interested in U+I’s historical, current and projected renumeration from the project as well as what profit share arrangements are in place and what the grounds for termination of U+I’s contract are.

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TfL Ref: FOI-1109-2021

Thank you for your request received by Transport for London (TfL) on 14^th September 2020 asking for information about the Landmark Court project.

Your request has been considered in accordance with the requirements of the Freedom of Information Act and our information access policy. 

Specifically you asked:

“I would like to request a summary of the contractual partnership between U+I and TfL in relation to the Landmark Court Project. I am particularly interested in U+I’s historical, current and projected renumeration from the project as well as what profit share arrangements are in place and what the grounds for termination of U+I’s contract are.”

Following a formal and competitive procurement process, using the Property Partnerships Framework (OJEU REF 047348-2015), Triangle London Development LLP (TLD) (A consortium between U&I Plc and Notting Hill Housing Group) were selected as Transport for London’s (Transport Trading Limited (TTL)) Joint Venture Partner for the development of the proposed development of land known as ‘Landmark Court’ at Southwark Street, London SE1. In accordance with the form of agreement set out in the Property Partnerships framework, this Joint Venture takes the form of the following agreements:

1. Conditional Joint Venture Agreement (CJVA) – Exchanged December 2017
2. Shareholders’ Agreement – To be entered into upon completion of the CJVA conditions
3. Business & Development Management Agreement – Exchanged December 2017
4. Works Agreement – To be entered into upon completion of the CJVA conditions
5. Overage Agreement – To be entered into upon completion of the CJVA conditions
6. Lease – To be entered into upon completion of the CJVA conditions

Once the Shareholder Agreement is executed TTL Landmark Court Limited will be entered into in accordance with the equity split detailed in the CJVA, at TTL 25:75 TLD. This vehicle will acquire the land from Transport for London with site acquisition, development costs and development profit shared in accordance with the equity split.

With respect to renumeration, the ‘current and projected renumeration from the project’ is being exempt from disclosure under section 43(2) of the Freedom of Information Act (whereby information is exempt from disclosure if it would, or would be likely to, prejudice commercial interests - either of TfL or any other party). As the Landmark Court development has not yet gained planning approval, and the Shareholders Agreement for the development has not been formed, release has the potential to compromise both TTL’s and TLD’s commercial interests. TfL are currently negotiating planning gain in our Section 106 agreement with the London Borough of Southwark and we plan to engage the competitive third-party funding market. TfL would therefore not wish to compromise planning or set the market’s expectation for value. This could also risk giving one organisation or individual information that gives them an unfair advantage in future JV-led procurements. In our consideration of the ‘Public Interest Test’ (whereby, in respect of a ‘qualified exemption’ such as section 43, we are required to consider whether the greater public interest lies in applying the exemption or releasing the information in any case), we believe that these factors outweigh any interest in the information being released. Not least, we believe that protecting the public purse and ensuring the best value for money in its spending is paramount.

The grounds for termination of the contract with TLD are as follows:

• Planning conditions not being satisfied by target completion date

   

• Material Breach of contract

   

• The JVP or it’s Guarantor suffers an insolvency event

   

• There is a Change of Control to the Joint Venture Partner or the Business and Development Management Agreement.

If this is not the information you are looking for please do not hesitate to contact me.

If you are considering submitting a further FOI request please think carefully about whether the request is essential at this current time, as answering FOI requests will require the use of limited resources and the attention of staff who could be supporting other essential activity. Where requests are made, please note that our response time may be impacted by the current situation.

Please see the attached information sheet for details of your right to appeal as well as information on copyright and what to do if you would like to re-use any of the information we have disclosed.

Yours sincerely,

David Wells

FOI Case Officer

FOI Case Management Team

General Counsel

Transport for London

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