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

This case concerns a dispute as to priorities between two lenders, namely the Claimant, JAK Property Jersey Limited (“JAK”), and the Defendant, Together Commercial Finance Limited (“Together”), both of whom lent to Mulbury Homes (Greg Street) Limited (“Mulbury”) and took security in the form of legal charges over land off Simpson Grove, Leigh Road, Boothstown, Salford registered at HM Land Registry with title number MAN 333201 (“the Property”), owned by Mulbury.

More specifically, the dispute concerns the true meaning and effect of clause 13 of a Deed of Postponement dated 28 April 2020 and made between JAK and Together (“the Deed of Postponement”). In the event that I interpret clause 13 of the Deed of Postponement in JAK’s favour, and conclude that the effect thereof is to alter the priority in favour of Together otherwise provided for by the Deed of Postponement in circumstances provided for thereby, the question then arises as to whether Together is entitled to an order that clause 13 be rectified so that the effect thereof is not otherwise to disturb the priorities as provided for by the Deed of Postponement.

As explained below, I consider Together’s interpretation of clause 13 of the Deed of Postponement to be the correct interpretation thereof. It is not, therefore, strictly necessary for me to consider Together’s case in rectification. However, in case I should be wrong on the question of interpretation of clause 13, I have considered Together’s case in rectification and concluded that Together would, in these circumstances, be entitled to an order for rectification.

Samuel Hodge of Counsel appeared on behalf of JAK, and Jamal Demachkie of Counsel appeared on behalf of Together. I am grateful to them both for their focused and well argued submissions.