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

On 10 September 2004, the then owners transferred to Reydene Ltd. title to the property at 46-48 Clyston Street (with title no. TGL249752). On 9 February 2018, Reydene Ltd. granted Mews Ltd. a lease of the airspace above the building (“the Airspace Lease”) with title no. TGL494495. On 28 June 2019, Reydene’s title was transferred to Assethold Ltd. On 12 November 2019, construction of flats 17 and 18 was completed in the airspace demised by the Airspace Lease pursuant to the terms of that lease.

On 28 June 2021, Mews Ltd. entered into a Facility Agreement with CPF One Ltd. On the same day:

The Charge dated 28 June 2021 between Mews Ltd. as Borrower and CPF One Ltd. as Lender describes, in the Particulars, the Property as “17 & 18 Corben Mews, London SW8 4TA registered at the Land Registry with Title No. TGL 494495”. That is the title number of the Airspace Lease although by the time the Charge was executed the flats had been constructed in the airspace. The definition of Real Property in clause 1 includes “(a) all or any of the freehold and/or leasehold properties specified in the Particulars” and “(b) any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of any of such properties”.

The Charge provided at clause 3:

“3.1

The Borrower with full title guarantee charges by way of legal mortgage, in favour of the Lender, all of the Real Property as security for the payment and discharge of the Secured Obligations.

…

3.3

This Deed shall remain in full force and effect as a continuing security unless and until the Lender discharges it.”

The Charge was assigned to VCT and, on 23 July 2021, the Charge in favour of VCT was registered against the title of the Airspace Lease. No other charges are registered.

On 22 December 2022, the leases of flats 17 and 18 were granted by Assethold Ltd. and the Deeds of Substituted Security executed. The lease of flat 17 was registered on 8 August 2023 with title no. TGL605915 and VCT’s Charge dated 22 December 2022 was registered with a note that the Principal Deed had formerly been registered against title no. TGL 494495. There were no other charges or interests registered. The lease of flat 18 was registered on 26 May 2023 with title no. TGL602885 and with the same registration of VCT’s Charge. In both cases, these are registered as 125 year leases. The respondents have pointed out that the lease, in fact, appears to grant a term of 999 years but nothing turns on this.

On the same day, two supplemental deeds of substituted security were made between Mews Ltd. and VCT confirming that the properties were the sole security under the Charge. The supplemental deeds, incorporating the Charge, were registered against the registered titles of flats 17 and 18.

On 6 November 2023, VCT appointed the Receivers and the fixed charge received over each of the properties.

So far as the financial relationship between Click St Andrews Ltd. and Mews Ltd. is concerned, both companies are subsidiaries of Click Above Ltd. which is itself a subsidiary of Click Group Holdings Ltd. The corporate structure is set out in the judgment of O’Farrell J on the freezing injunction and in the expert accountant’s report from Brendan Weekes dated 25 April 2023 which, amongst other things addressed the cash pooling arrangements within the Click group of companies. The respondents also rely on a bank statement analysis carried out by Luke Price.

On the basis of that analysis, Mr Creasey states that a sum of £52,680 may have been transferred to Mews Ltd. in which Click St Andrews maintains a beneficial interest. The bank statements show transfers of funds between 25 August 2021 and 29 June 2022 from Click Above Ltd. to Mews Ltd. and one transfer of £5,000 from Click St Andrews Ltd. 1 October 2020.

In his statement, Mr Creasey then said that his understanding of paragraph 1.2.6 of Mr Weekes report is that Click Above was the recipient of funds from Click St Andrews in the sum of £216,000 and that these transactions took place before December 2021. He then inferred that where Click Above had transferred sums that it owed to Click St Andrews to Mews Ltd. these potentially amounted to a liquid cash asset of St Andrews that could be caught by the freezing injunction. That inference cannot, however, be drawn as it follows from a mis-reading of Mr Weekes’ report. As Mr Moraes pointed out, the relevant paragraph of Mr Weekes’ report shows Click St Andrews as a debtor to Click Above in the sum of £216,000.