Chapman & Anor v Celtic Property Developments Ltd (Re Celtic Property Developments Ltd and Companies Act 2006) [2024] EW Misc 6 (CC) (24 January 2024)

Chapman & Anor v Celtic Property Developments Ltd (Re Celtic Property Developments Ltd and Companies Act 2006) [2024] EW Misc 6 (CC) (24 January 2024)

The court found that no clear, unequivocal representation or assurance was made by Mr Chapman or LWL that the Debenture would be released or become obsolete. The evidence did not establish that the Defendant relied on any such representation to its detriment. The contemporaneous documents relied upon by the Defendant were not shown to have been seen or authorised by Mr Chapman or LWL. Therefore, neither promissory nor proprietary estoppel arose to prevent the Claimants from asserting the Debenture. The Debenture remained valid and rectification of the register of charges was appropriate.

Citation
[2024] EW Misc 6 (CC)
Parties
Claimant: Mr Dudley Chapman; Claimant: Lloyd Warwick Limited; Defendant: Celtic Property Developments Ltd
Jurisdiction
England and Wales
Judgment Date
24 January 2024
Procedural Posture
Business and Property Dispute (rectification of Register of Charges, Estoppel) / First Instance Judgment After Trial
Outcome
Claim allowed
Legal Topics
Rectification of Register of Charges, Debenture Validity, Promissory Estoppel, Proprietary Estoppel, Assignment of Security, Companies Act 2006, Law of Property Act 1925
Company Law Equity and Trusts Property Law Rectification of Register of Charges Debenture Validity Promissory Estoppel Proprietary Estoppel Assignment of Security +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 2 Authorities cited 5 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Mr Dudley Chapman

Claimant

Lloyd Warwick Limited

Claimant

Celtic Property Developments Ltd

Defendant

Procedural Posture

Business and Property Dispute (rectification of Register of Charges, Estoppel) / First Instance Judgment After Trial

Legal Issues

  1. 1 Whether a debenture granted to the First Claimant by the Defendant and assigned to the Second Claimant remains valid and enforceable
  2. 2 Whether promissory or proprietary estoppel prevents the Claimants from asserting the existence of the Debenture
  3. 3 Whether rectification of the register of charges should be ordered under s873 Companies Act 2006

Ratio Decidendi

The court found that no clear, unequivocal representation or assurance was made by Mr Chapman or LWL that the Debenture would be released or become obsolete. The evidence did not establish that the Defendant relied on any such representation to its detriment. The contemporaneous documents relied upon by the Defendant were not shown to have been seen or authorised by Mr Chapman or LWL. Therefore, neither promissory nor proprietary estoppel arose to prevent the Claimants from asserting the Debenture. The Debenture remained valid and rectification of the register of charges was appropriate.

Court Disposition

Claim allowed

Orders

  • Rectification of the register of charges to reinstate the Debenture in favour of the Second Claimant (Lloyd Warwick Limited) under s873 Companies Act 2006
  • No estoppel found to prevent enforcement of the Debenture