The Conditioning House Limited v JBG Enterprises Limited & Anor

The Conditioning House Limited v JBG Enterprises Limited & Anor

JBGE breached its equitable duty as mortgagee by failing to take reasonable care to obtain the best price for the Property, relying unreasonably on a confidential valuation and failing to market the Property. JBGE is liable to account to the Company for the difference between the sale price and market value. JBGE also dishonestly assisted Mr Priestley’s breaches of fiduciary duty, but once it accounts for the undervalue, no further loss arises. The claim for unlawful means conspiracy fails for lack of intention to injure.

Parties
Claimant: The Conditioning House Limited; First Defendant: JBG Enterprises Limited; Second Defendant: John Giannotti
Jurisdiction
England and Wales
Judgment Date
12 December 2025
Procedural Posture
Civil / Judgment After Split Trial on Liability and Market Value
Outcome
Claim partly allowed against JBGE; dismissed against Mr Giannotti; conspiracy claim dismissed.
Legal Topics
Directors' Duties, Mortgagee's Duty, Dishonest Assistance, Unlawful Means Conspiracy, Valuation of Property, Joint Venture Disputes
Company Law Equity Property Law Civil Procedure Directors' Duties Mortgagee's Duty Dishonest Assistance Unlawful Means Conspiracy +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 17 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

The Conditioning House Limited

Claimant

JBG Enterprises Limited

First Defendant

John Giannotti

Second Defendant

Procedural Posture

Civil / Judgment After Split Trial on Liability and Market Value

Legal Issues

  1. 1 Whether there was an unlawful means conspiracy involving the Defendants or either of them
  2. 2 Whether the Defendants or either of them dishonestly assisted Mr Priestley’s breaches of his duties as a director
  3. 3 Whether JBGE breached its equitable duty as mortgagee to take reasonable care to obtain the best price reasonably obtainable for the Property

Ratio Decidendi

JBGE breached its equitable duty as mortgagee by failing to take reasonable care to obtain the best price for the Property, relying unreasonably on a confidential valuation and failing to market the Property. JBGE is liable to account to the Company for the difference between the sale price and market value. JBGE also dishonestly assisted Mr Priestley’s breaches of fiduciary duty, but once it accounts for the undervalue, no further loss arises. The claim for unlawful means conspiracy fails for lack of intention to injure.

Court Disposition

Claim partly allowed against JBGE; dismissed against Mr Giannotti; conspiracy claim dismissed.

Orders

  • JBGE to account to the Company for £309,437.80 for breach of duty as mortgagee
  • No further compensation for dishonest assistance once mortgagee's duty is satisfied