[2025] EWHC 2750 (Ch)

I will, therefore, vary the Order pursuant to CPR Part 52.20(2)(a) and declare (1) that the Cirrus had no power to enter into the Deeds of Surrender, (2) that it did not execute them for the proper purpose of enforcing its security to repay the Loan or to protect its security and (3) that the Appellant had actual knowledge that it did not execute the Deeds of Surrender for that purpose and is not, therefore, entitled to rely on S.104 and/or clause 11 of the Mortgage to enforce the Deeds of Surrender and register them at HM Land Registry.

I will also make an Order setting aside the Deeds of Surrender and ordering the Appellant to deliver them up to the Respondent for cancellation. However, I will suspend that Order until after the trial which the Judge ordered in paragraph 5 of his Order has taken place and on condition that the Appellant pays to the Respondent the amount (if any) of the proceeds of sale of the Properties to which the Judge finds that he is entitled and complies with any Order for payment made by the Judge.

Subject to this, I affirm the Order which the Judge made and, in particular, paragraph 1 in which he continued the Injunction until the conclusion of these proceedings. I will, however, give permission for the parties to apply to the Judge to vary the directions which he made in the Order if they consider it necessary to do so in the light of this judgment. I also stress that it will be a matter for the Judge at the further trial to decide what value (if any) to place on the Respondent’s “equity” and what (if any) proper deductions to make from the proceeds of sale (however calculated). Indeed, the Judge made it clear that he was not carrying out that exercise: see [123].