Barnard v Brandon & others [2023] EWHC 3043 (Ch)
Following a 4-day trial involving six parties, Mr Justice Richards has now delivered his judgment in Barnard v Brandon & others [2023] EWHC 3043 (Ch).
The case centres around a farmhouse (“the Farmhouse”) and other adjoining properties (“Properties 1, 2, and 3” respectively). In 2014, C and D4 sold the Farmhouse to D123. D123 subsequently brought a claim against C and D4 for fraudulent misrepresentation, seeking rescission and damages. HHJ Melville QC rescinded the contract for sale of the Farmhouse, ordered C and D4 to repay the purchase price, and ordered C and D4 to pay damages, plus costs and interest (“the Trial Order”).
At the time of the Trial Order, Properties 1 and 2 were owned by C and/or D4 and subject to charges. D123 subsequently acquired the charges over these Properties. In early 2019, D123 executed a TR2 transferring Properties 1 and 2 to D5 (“the 2019 Transfer”). The consideration was expressed to be £350,000, but this sum was not paid by D5. In early 2020, part of Property 1 was transferred by D5 (at D1’s direction) to neighbouring landowners. It is now registered under a different title number and was referred to as Property 3.
This matter concerned, amongst other things, the correct interpretation of the Trial Order, whether the 2019 Transfer was void on the basis that it was impermissible sale to self by a mortgagee, and whether Property 3 had been sold at an undervalue.
Mr Justice Richards held as follows:
- C and D4’s interpretation of the Trial Order was to be preferred. Hence, Mr Justice Richards held that the Farmhouse is held by D123 on trust for C and D4.
- The sale of Properties 1 and 2 in 2019 to D5 was an impermissible sale to self and hence void.
- Property 3 had been sold at an undervalue and D123 are required to account to C and D4 for the difference between the sale price and the best price reasonably obtainable.
Cecily Crampin and Taylor Briggs appeared for the Fourth Defendant (pro bono via Advocate). Julia Petrenko appeared for the Fifth Defendant (instructed by Stephen Rimmer LLP).
A copy of the judgment is here.
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