BR-2024-000761 - [2025] EWHC 2900 (Ch)

Clause 1.1 of the personal guarantee provides relevant definitions in the usual way. This includes the “Guaranteed Obligations” that defines all monies charge and the ‘Effective Date’:

“The date when either:

a)

the Junior Lender or its successors in title, either directly or indirectly, request or demand the repayment of any monies owed from the Borrower, or in any way oblige the Borrower to make any payment or repayment, howsoever arising; or

b)

the Borrower, without the written consent of the Lender, makes any payment to the Junior Lender.”

I shall refer to clause 1.1 (a) as “limb 1” and clause 1.1(b) as “limb 2”.

There is no dispute that MCL through its liquidators demanded payment of the deferred consideration. No correspondence or other documents are before the court evincing notice of the MCL Demand (as required by the Deed) that was required to be provided to SIA by the MCL liquidators, or evidence of steps taken by SIA to enforce compliance with the Deed. It is not disputed that the “request or demand” for repayment by the liquidators is relied upon by SIA to seek payment under the personal guarantee.