Business Mortgage Finance 6 Plc v Roundstone Technologies Ltd

Business Mortgage Finance 6 Plc v Roundstone Technologies Ltd

GHL and PLL were not validly appointed as trustees and thus had no power to appoint Mr Oyekoya as receiver; Mr Oyekoya had neither actual nor ostensible authority to bind BMF6; the Sale and Purchase Agreement is not binding on BMF6; Roundstone cannot rely on bona fide purchaser for value or third party protections as there was no valid appointment or authority, and the transaction terms put Roundstone on enquiry.

Parties
Claimant: Business Mortgage Finance 6 PLC; Defendant: Roundstone Technologies Ltd
Jurisdiction
England and Wales
Judgment Date
22 October 2019
Procedural Posture
Civil (part 8 Claim) / Trial Judgment
Outcome
Claim allowed for the claimant; Sale and Purchase Agreement declared not binding on BMF6.
Legal Topics
Securitisation, Appointment of Trustees, Receivership, Ostensible Authority, Bona Fide Purchaser, Third Party Protections
Commercial Law Trusts and Equity Company Law Securitisation Appointment of Trustees Receivership Ostensible Authority Bona Fide Purchaser +1 more

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Parties

Business Mortgage Finance 6 PLC

Claimant

Roundstone Technologies Ltd

Defendant

Procedural Posture

Civil (part 8 Claim) / Trial Judgment

Legal Issues

  1. 1 Whether GHL and PLL were validly appointed as trustees under the Trust Deed
  2. 2 Whether Mr Oyekoya was validly appointed as receiver of BMF6
  3. 3 Whether the Sale and Purchase Agreement executed by Mr Oyekoya on behalf of BMF6 is binding on BMF6

Ratio Decidendi

GHL and PLL were not validly appointed as trustees and thus had no power to appoint Mr Oyekoya as receiver; Mr Oyekoya had neither actual nor ostensible authority to bind BMF6; the Sale and Purchase Agreement is not binding on BMF6; Roundstone cannot rely on bona fide purchaser for value or third party protections as there was no valid appointment or authority, and the transaction terms put Roundstone on enquiry.

Court Disposition

Claim allowed for the claimant; Sale and Purchase Agreement declared not binding on BMF6.

Orders

  • Declaration that GHL and PLL were not validly appointed as trustees under the Trust Deed.
  • Declaration that Mr Oyekoya was not validly appointed as receiver of BMF6.