UT (Tax & Chancery) UT/2023/000103 - [2025] UKUT 00102 (TCC)

The contract between Langford and the SSAS (“the Langford Contract”) provided that the SSAS, as “the Lender” would “grant a loan of £69,000” to Langford as “the Borrower” for “the purpose of business expansion”.

Clause 3.1 read:

“As security (“Security”) for the payment or discharge of the Secured Suns, the Borrower hereby charges the Assets to the Lender…”

The “Secured Sums” were defined as being all money due from the Borrower to the Lender, being both the capital loaned and any interest. The “Assets” were defined as:

“The assets referred to in the Schedule, including without limitation the Intellectual Property, and all and every interest therein or the proceeds of sale thereof which the Borrower may charge at law or in equity.”

The Schedule was headed “The Assets”, and the text said “Domain name – www.lpengines.com”. We analyse the contractual language further below.