Conn & Anor v Ezair, Re Charlotte Street Properties Ltd

Conn & Anor v Ezair, Re Charlotte Street Properties Ltd

The respondent holds the properties on bare trust for the company, having received full consideration and acted in a manner consistent with assignment of rights and beneficial ownership passing to the company. The respondent is estopped from denying the assignment and trust, and the administrators are entitled to an order requiring transfer of legal title under section 234(2) of the Insolvency Act 1986. The respondent's attempt to withdraw admissions is refused. The notice requirements for completion have been satisfied by the administrators' letter. Relief is not declined on discretionary grounds.

Parties
Applicant: Stephen Leonard Conn; Applicant: Jonathan Avery-Gee; Company: Charlotte Street Properties Limited (in administration); Respondent: Jacob Azouri Ezair
Jurisdiction
England and Wales
Judgment Date
04 July 2019
Procedural Posture
Insolvency/administration Application / Judgment After Trial
Outcome
Application granted
Legal Topics
Constructive Trust, Bare Trust, Equitable Conversion, Specific Performance, Section 234 Insolvency Act 1986, Beneficial Ownership, Assignment of Rights, Privity of Contract, Proprietary Estoppel
Insolvency Trusts Property Law Constructive Trust Bare Trust Equitable Conversion Specific Performance Section 234 Insolvency Act 1986 +4 more

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Parties

Stephen Leonard Conn

Applicant

Jonathan Avery-Gee

Applicant

Charlotte Street Properties Limited (in administration)

Company

Jacob Azouri Ezair

Respondent

Procedural Posture

Insolvency/administration Application / Judgment After Trial

Legal Issues

  1. 1 Whether the respondent holds the properties on bare trust for the company and is obliged to transfer legal title to the administrators under section 234(2) of the Insolvency Act 1986
  2. 2 Whether the company is entitled to enforce the transfer of legal title despite lack of privity of contract and formal assignment
  3. 3 Whether the respondent can withdraw admissions made in witness statements regarding holding the properties on trust for the company

Ratio Decidendi

The respondent holds the properties on bare trust for the company, having received full consideration and acted in a manner consistent with assignment of rights and beneficial ownership passing to the company. The respondent is estopped from denying the assignment and trust, and the administrators are entitled to an order requiring transfer of legal title under section 234(2) of the Insolvency Act 1986. The respondent's attempt to withdraw admissions is refused. The notice requirements for completion have been satisfied by the administrators' letter. Relief is not declined on discretionary grounds.

Court Disposition

Application granted

Orders

  • Respondent to transfer legal title to the six properties to the administrators for the benefit of the company
  • Further submissions to be heard on the form of the order and consequential directions