HT-2022-000254 - [2025] EWHC 105 (TCC)

The background to this matter is events which took place from July 2021 at 381 Southwark Park Road and that are now the subject of this Court’s judgment at [2024] EWHC 3179 (TCC).

In very short summary, Click St Andrews Ltd was the freehold owner of 381 Southwark Park Road. The first claimant in that action, 381 Southwark Park Road RTM Company Ltd. (“RTM”), was incorporated for the purposes of acquiring the freehold. On 26 February 2020, RTM, Click St Andrews Ltd. and Click Group Holdings Ltd. entered into an Agreement, referred to as the Freehold Purchase Agreement (“the FPA”). Under the FPA, Click St Andrews was to develop the property by removing the existing pitched roof and erecting an additional storey of three pre-fabricated modular units. RTM would then purchase the freehold and grant leases of the new flats to Click St Andrews which would then be sold. Click Group Holdings guaranteed the obligations of Click St Andrews under the FPA.

In July 2021, when these works were being carried out, the existing roof was removed for the new units to be lifted into place during a period when heavy rainfall had been forecast. There was such rainfall and severe water ingress to the property. During subsequent inspections of the damage caused, other defects in the works were identified. In the meantime, the purchase of the freehold did not proceed and it was not until 2024 that RTM became the freehold owner.

On 29 July 2022, on an application made without notice by 381 Southwark Park Road RTM Company Ltd. and 10 leaseholders, Waksman J made an interim freezing injunction against Click St Andrews Ltd., Click Group Holdings Ltd. and Click Above Ltd. The application was made against the background of anticipated proceedings in respect of the damage and defects and in circumstances where the potential claimants feared the dissipation of Click St Andrews’ assets, including the proceeds of the sale of the new flats. The freezing injunction prohibited the disposal or diminution of each of the respondents’ assets up to a value of £1,250,000. That provision was expressed to apply to assets:

“….whether or not they are in the Respondent’s own name and whether they are solely or jointly owned. For the purpose of this order, each Respondent’s assets include any asset which that Respondent has the power, directly or indirectly, to dispose of or deal with as if it were its own. Each Respondent is to be regarded as having such power if a third party holds or control the asset in accordance with his direct or indirect instructions.”

The injunction also required the provision to the applicants for the injunction, by the respondents to that application, of information as to all of their assets, exceeding £1,000 in value, which fell within the above definition. That information was to be provided by 2 August 2022.

The injunction came back before Mrs Justice O’Farrell on 15 August 2022. A retrospective extension of time was given for compliance with the directions for provision of information as to assets. For the reasons that she gave, she discharged the injunction against Click Group Holdings and Click Above and the injunction continued only against Click St Andrews.

On 4 November 2022, Eyre J ordered that by 4.00pm on 11 November 2022, Click St Andrews and Click Group Holdings were to file and serve a witness statement setting out “with particularity” how the information already provided was sufficient to constitute compliance with the Order of Waksman J (if that was what they contended) and, alternatively, setting out any additional information required to comply with that Order and an explanation for the failure to provide it previously. Eyre J’s Order included an express warning that failure to comply with those orders might amount to a contempt of court. A statement was served setting out the case that the Click companies had complied with Waksman J’s Order and relying on the fact that O’Farrell J had dismissed the applications for further disclosure. On 28 February 2023, however, Mr Recorder Singer KC made a further Order for disclosure of information, specifically in respect of bank accounts. On 2 May 2023, Constable J made yet further orders for the disclosure of QuickBooks records and monthly management accounts showing the income statement and balance sheets for 2021. Click St Andrews entered into liquidation shortly after and this last order was not complied with at all. The respondents to this application, RTM and the leaseholders, have never accepted that full and proper information was provided in compliance with any of these Orders.

On 19 May 2023, Click St Andrews entered into voluntary liquidation.