BL-2023-MAN-000072 - [2025] EWHC 2442 (Ch)

I consider that the meaning and effect of clause 13 of the Deed of Postponement, properly interpreted, is that it does not confer priority upon JAK in any circumstance, and in the particular circumstances of the JAK Loan Agreement determining before the loan agreement between Together and Mulbury, and that it merely serves to provide, for the avoidance of doubt, that notwithstanding the priority of Together’s Charge provided for by the Deed of Postponement, JAK’s debt does not stand subordinated to the debt due from Mulbury to Together, and thus that JAK is not prevented from seeking to recover that debt subject, should it seek to enforce the JAK Charge, to the priority provided for by clause 8 of the Deed of Postponement.

Should I be wrong in this question of interpretation, then I consider that Together has made out its case that clause 13 of the Deed of Postponement should be rectified, with the addition of the wording so proposed, so as to make it clear that clause 13 is solely concerned with seeking to provide, for the avoidance of doubt, that the debt due to JAK is not subordinated to that of Together.

The consequence of this is that Together has first call upon the proceeds of sale of the Property prior to any entitlement of JAK thereto.