Brooke Homes (Bicester Ltd) v Portfolio Property Partners Ltd & Ors [2025] EWHC 1305 (Ch) (27 May 2025)

Brooke Homes (Bicester Ltd) v Portfolio Property Partners Ltd & Ors [2025] EWHC 1305 (Ch) (27 May 2025)

Desiman is required to account to Brooke for a non-monetary benefit of £2.4 million arising from the Spine Road extension, as this was a benefit 'by and out of' the mortgaged property and not a collateral advantage. The £2 million price reduction is not to be surcharged as Brooke failed to prove wilful default or that a higher price would have been obtained. Costs and expenses are to be determined as per the judgment, with further directions possible.

Citation
[2025] EWHC 1305 (Ch)
Parties
Claimant: Brooke Homes (Bicester Limited); First Defendant: Portfolio Property Partners Limited (In Administration); Second Defendant: P3 ECO (Bicester) Himley Limited (In Administration); Third Defendant: Desiman Limited; Fourth Defendant: Desiman 2 Limited; Fifth Defendant: CFJL Property Partners Limited (In Administration)
Jurisdiction
England and Wales
Judgment Date
27 May 2025
Procedural Posture
Chancery Division Property Trusts and Probate / Post Trial Judgment on Applications for Equitable Account and Marshalling
Outcome
Partially allowed
Legal Topics
Equitable Account, Doctrine of Marshalling, Mortgagee's Duties, Non Monetary Consideration, Wilful Default, Secured Creditor Priorities
Equity Property Law Insolvency Equitable Account Doctrine of Marshalling Mortgagee's Duties Non Monetary Consideration Wilful Default +1 more

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Parties

Brooke Homes (Bicester Limited)

Claimant

Portfolio Property Partners Limited (In Administration)

First Defendant

P3 ECO (Bicester) Himley Limited (In Administration)

Second Defendant

Desiman Limited

Third Defendant

Desiman 2 Limited

Fourth Defendant

CFJL Property Partners Limited (In Administration)

Fifth Defendant

Procedural Posture

Chancery Division Property Trusts and Probate / Post Trial Judgment on Applications for Equitable Account and Marshalling

Legal Issues

  1. 1 Whether Desiman must account to Brooke for more than £40 million from the Cala sale, including non-monetary benefits and alleged undervalue.
  2. 2 Whether liabilities under 'Facility C' and 'Facility D' are secured in favour of Desiman.
  3. 3 What costs and expenses are deductible from receipts and whether assessment is required.

Ratio Decidendi

Desiman is required to account to Brooke for a non-monetary benefit of £2.4 million arising from the Spine Road extension, as this was a benefit 'by and out of' the mortgaged property and not a collateral advantage. The £2 million price reduction is not to be surcharged as Brooke failed to prove wilful default or that a higher price would have been obtained. Costs and expenses are to be determined as per the judgment, with further directions possible.

Court Disposition

Partially allowed

Orders

  • Desiman to account to Brooke for a surcharge of £2.4 million in respect of the Spine Road extension non-monetary benefit, subject to further submissions on profit split.
  • No surcharge for the £2 million price reduction.