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

The properties are not the subject of the freezing injunction as there is no evidence that Click St Andrews has any interest in the Corben Mews properties.

In any event, there is no one that has an interest that has priority to the Charge granted to VCT and VCT, in its capacity as mortgagee/charge, is consequently entitled to transfer the properties free of all estates and interests in property pursuant to section 104 of the Law of Property Act 1925.

In the alternative, the purpose of the freezing injunction was to prevent the dissipation of assets and not to provide security for unsecured creditors. Click St Andrews is now controlled by liquidators so that risk of dissipation no longer exists.

The discharge of the freezing injunction in its entirety is disproportionate.

The application to vary the freezing injunction displays the applicants’ “tenuous position” because it presupposes that the properties were the subject of the freezing injunction in the first place – there is then no good reason to vary the injunction and the respondents are not to blame for the need to make this application.

If it is, in fact, unclear whether the properties fall within the injunction then it would be premature to discharge the injunction or vary it so that it does not apply to these properties.

The applicants ought to have pursued alternatives to making this application including proceeding with the sale; seeking further information from the liquidators of Click St Andrews or other Click Group Companies; seeking to enforce a personal guarantee of Aaron Emmett and Anita Emmett (now Bandak) in respect of the CPF One charge; and giving greater notice of the application to the respondents.

There is evidence of the transfer of funds from Click St Andrews to Mews Ltd. which may give rise to a beneficial interest in the properties. These payments were made before the grant of the leasehold interests over which VCT has a Charge and, therefore, the Charge does not have priority.

Further or alternatively, the Charge was not for valuable consideration and, therefore, took effect only as an equitable charge.