Deed of Variation - Developer Dissolved

Good afternoon

We have a matter where we intend to do a Deed of Variation for the rent charge at C3 of the attached title. The original rent charge was generated in a Transfer between the Developer (Aurora Living Ltd), the Management Company (Oaklands (Darlaston) Management Company Limited) and our clients. The developer has since dissolved in 2023.

We note that there are clauses in the Transfer that state that if the Man Co ceases to exist, the Developer would take on the obligations of the rent charge, so the client would pay the rent charge to the developer. However, it does not have anything in relation to if the Developer dissolves.

Given this, can the Deed of Variation proceed between just the management company and the client, or will there have to be a 3rd party involved to account for the Developer?

Thank you

Good Afternoon Mark - any deed of variation of a rentcharge must be made between the rentcharge owner and the owner of the charged land. 

Thank you for the response above. Just to query, as we have another similar matter:

Would you require that the developer be a party to the variation or would submitting evidence that the company has been Dissolved be sufficient? We appreciate that where we are looking to vary a rentcharge the rentcharge owner must be a party - what's not clear is if you would consider the original developer a rentcharge owner where the circumstances giving rise to their ability to collect the rentcharge have not yet materialised.  

Thank you

Mark - the devil will always be in the detail but it's for you to decide which parties need to be involved in any variation of the rentcharge if that's what's required.
If you are suggesting that the original developer is the rentcharge owner/able to vary the terms involved then you would ned to provide proof of that being legally possible.
It seems to me that is the fundamental Q here as to who has the benefit of the rentcharge and if that's potentially the dissolved company you may have to consider you may need to have it restored.
But that's not a Q for HMLR to answer here - if you submit an application to register a deed of variation made between X and Z you'll need to provide supporting evidence to demonstrate how X and Y are able to legally vary a rentcharge created by say X and Y