We look below at the decision in Credit Agricole Corporate and Investment Bank v Persons Unknown [2025] in which the High Court decided that a bank could sell items contained in a number of safety deposit boxes left unclaimed for decades, and explain why it may be helpful to landlords and other property owners facing the common, but thorny, problem of what to do with belongings left on their land by third parties.
WolfBite – the key takeaways
• Bailment is not a well-known term, but it is a very common legal relationship.
• A bailment arises when someone acquires and consents to the possession of someone else’s belongings.
• When someone finds themselves in possession of another’s goods, but without having consented to this, they may be said to be an “involuntary” bailee.
• The Torts (Interference with Goods) Act 1977 (TIGA 1977) lays down a procedure under which a bailee can require an owner to collect their belongings, and sell uncollected goods.
• It has, historically, been unclear whether the TIGA 1977 applies to involuntary bailments.
• In Credit Agricole, the High Court had to decide what a bank could do with the contents of 14 safety deposit boxes for which the owners could not be contacted or traced.
• The Court found that the bank had become an involuntary bailee after it had terminated its contractual arrangement with its customers.
• It determined that the bank should be relieved from any liability for selling items deposited before the TIGA 1977 came into force, and was authorised to sell belongings deposited after that date under powers given by the Act.
• Although not a binding authority from an appeal court, the decision may well assist landlords and other property owners who, as involuntary bailees, find themselves in possession of a former occupier’s belongings.
What is bailment?
Where one person (the bailee) is voluntarily and knowingly in possession of goods belonging to another (the bailor), and the bailee consents to the possession, the arrangement is called a “bailment”.
Bailment is not a well-known term, but it is a very common form of legal relationship. For example, a bailment will likely arise if you take your watch into a shop to be repaired.
Sometimes the bailee might require a payment for looking after the bailor’s belongings, but a “gratuitous” bailment can exist where there is no payment and where only one party might benefit from the arrangement.
In a conventional bailment, the bailee assumes common law duties to take reasonable care of the goods whilst the items are in their possession. These duties can be modified by express agreement (in a contract).
The TIGA 1977 came into force on 1 January 1978 and lays down a statutory procedure (in sections 12 and 13) that bailees can follow giving them the ability to impose an obligation on the owner of the goods to come and collect them, to serve a notice of intention to sell uncollected belongings and to ask the Court to authorise the sale of such items.
What is involuntary bailment?
It is not uncommon for someone to find themselves in possession of another’s belongings without having consented to this, through events over which they had no real control.
This is often referred to as an “involuntary bailment”, but it is something of a misnomer. It is not a true bailment at all given that the crucial element of consent is missing.
An involuntary bailee does not have the same duties towards the owner’s goods as a conventional bailee. They may, however, still have certain limited obligations towards the items.
The courts have, for example, held that an involuntary bailee must not deliberately or recklessly damage the items, and should usually try to confirm that someone that tries to collect or receive them in fact has the owner’s authority to do so.
The courts have sometimes described these lesser obligations as a duty to do what is “right and reasonable” in the circumstances.
What happened in Credit Agricole?
Credit Agricole is a French Bank with a branch in London.
The Bank’s predecessor-companies had previously offered a safety deposit box service.
One of the predecessors had closed its UK retail branches in 1994. It contacted customers to ask them to empty their boxes, but a number of them did not respond or could not be reached.
Another of the Bank’s predecessors had similarly accumulated a number of boxes for which they could not locate the owners.
Some of the boxes had been held for some 122 years.
In 2016, over 100 boxes for which the customers could not be located were moved to the Bank’s current premises in London.
Over the next few years the Bank, with its solicitors, set about trying to identify and locate the customers or their relatives.
The Bank did not want to open the boxes for fear that to do so could expose it to claims that it had unlawfully interfered with its customers’ belongings (called “conversion”).
In 2021, the Bank obtained an interim injunction from the Court permitting it to open the boxes to examine the contents.
Having inspected the contents, the Bank was still left with 14 safety deposit boxes which contained goods of some material intrinsic value, but where its attempts to trace the true owners had proved fruitless.
What’s in the box?
Unfortunately for those of an inquisitive (nosey) disposition, we do not know what was in the remaining 14 boxes because a confidentiality order was sensibly imposed given the risk of fraud (the risk of people pretending to be the legal owners).
How to deal with the remaining items?
The Bank did not wish to continue to hold the 14 remaining boxes forever but wanted to dispose of the contents in a responsible manner in such a way that protected the rights of its customers and their successors.
The Bank therefore sought a Court order permitting it to sell the items.
The case involved some interesting procedural points to do with how to serve proceedings where the other party is not known and cannot be found, but we focus on the substantive issues.
There were essentially two main issues:
• Was the Bank able to sell or dispose of those items that were deposited before the TIGA
1977 came into force and, if so, on what basis?
• In relation to the items deposit after the TIGA 1977 came into force, was the Bank entitled to an order under that Act authorising them to be sold?
Pre-1978 items
On the first issue, the Court explained that there is no general common law right to dispose of goods that a bailor has refused or is unable to collect.
The Bank argued that the law had, however, identified five alternative bases that would allow it to sell or otherwise dispose of the items.
The Judge thought it appropriate to approach this situation from a different angle. That was, that, rather than giving a positive power to sell uncollected goods, the cases had considered the circumstances in which the owner of the items might lose the ability to object to any sale.
In any case, on the particular facts of the case, the Judge was only persuaded that one of the bases put forward by the Bank applied.
In particular, the Judge was satisfied that terms should be implied into the deposit arrangements between the Bank and its customers to the effect that the agreement could be terminated following a reasonable period of notice.
If the customers or their successors were not traceable, so that a termination notice could not be given, the Bank’s obligations as custodian would cease so long as it had made all reasonable efforts to trace the customer.
The Judge considered that the steps the Bank had taken in this case to try to trace its customers (which included placing advertisements at its premises, on its website, in the London Gazette and in the Times), had been more than reasonable.
Accordingly, it was found that the Bank’s contractual arrangement with its customers had come to an end pursuant to the implied terms by 2019 at the latest.
From that point on, the Bank had been an involuntary bailee of the items.
The Judge was satisfied that the Bank, as an involuntary bailee, had done all that was “right and reasonable” in the circumstances, and that a declaration should be made permitting it to sell the items without fear of any comeback.
That order would not, however, confer an entitlement to sell as such, but would be framed as giving the Bank immunity from liability if any customer or successor ever tried to sue it over the sale of the pre-1978 items.
Post-1978 items
The Judge was satisfied that, following the end of the Bank’s contract with its customers in 2019, the Bank would, under section 12 of the TIGA 1977, have been entitled to impose an obligation on its (former) customers to retake delivery of the items even though they could not be contacted or traced.
In addition, the Bank could reasonably expect to be relieved of any duty to safeguard the items, rather than having to store them indefinitely.
The Court was also satisfied that, having taken reasonable steps to trace or contact the deposit holders or their relatives, the Bank was entitled to sell the items that had been deposited after 1 January 1978 and that the Court could and should exercise its powers to authorise such a sale under section 13 of the TIGA 1977.
The Order
The form of the Order will be decided at a further hearing, but it will include orders authorising the sale under the TIGA 1977 of the items deposited after that Act came into force, and suitable declarations giving the Bank immunity from being sued in respect of the sale of the pre-1978 items.
The Bank will be permitted to deduct certain costs from the proceeds of sale, and will be required to pay the net proceeds into Court so that the customers or their successors could potentially make a claim over those sums in the future.
The Bank will also be required to advertise the Order for a period of time before selling the items, to give anyone entitled to the items one last chance to come forward.
Why is Credit Agricole important?
One might well ask what a case involving safety deposit boxes has to do with property law?
Well, the predicament the Bank faced in this case is very similar to the problem that landlords and licensors often face when a lease or licence ends (whether amicably or otherwise), and the former occupier does not come back to collect their belongings.
Similarly, where a mortgage lender takes possession of a house after a borrower defaults on a mortgage.
It can arise in a variety of other situations as well, such as where a third party might have stored a car, tools or other items in a garage, barn or loft space.
In the absence of any contractual provision governing what the landowner can do with the items, they are left in a difficult situation.
Indeed, even where a previous contract might have contained provisions seemingly enabling the landowner to dispose of the belongings, many will still adopt a cautious approach, particularly if dealing with items that are clearly of some value.
What Credit Agricole helpfully emphasises is that the question is not so much whether the landowner has the right to sell or otherwise dispose of the items in question. Rather, it is about what the landowner could or should do to put itself in the best position to defend its actions should the true owner come out of the woodwork later on.
It is, in essence, a risk management issue.
What is “right and reasonable” may be very different if a former tenant leaves a small number of obviously low value items than if the landlord discovers a box containing valuable jewellery. In the latter scenario, it will often be wise for the landlord to take additional steps to put itself in the best position to defend a later claim for conversion and to show that it has discharged its duties.
Importantly, Credit Agricole also lends further support to the contention that the TIGA 1977 applies even to involuntary bailments.
We would note a word of caution here, however.
Credit Agricole is a first instance decision of the High Court, and was unopposed.
It may also be relevant that the Bank only became an involuntary bailee following the termination of an earlier conventional bailment. It is unclear whether the Court would have reached the same conclusions had there been no prior consensual arrangement. One might, however, hope that someone that has never consented to being in possession of another’s belongings should not be found to be in a worse position than someone who initially consented but subsequently withdrew their consent.
We may have to wait for an authority from an appeal court for greater certainty.
In the meantime, landlords and other property owners would do well to continue to proceed with care when dealing with belongings left on their property …. and take advice from experienced solicitors.
