The Lawyer features victory in legal battle over landmark Birmingham development
Following judgment being handed down last week, The Lawyer has featured an article about the long-running legal battle over Birmingham’s landmark development.
Daniel Lewis, instructed by Shakespeare Martineau partner James Woolstenhulme and his team Alex Ryan and Natalie Thorpe, acted successfully for the claimants. They secured a major victory for Sanman Property Management in a lengthy battle against Birmingham developer Samuel Ginda and his companies regarding the Broad Street development known as The Square. The High Court has dismissed a third attempt by Ginda’s firms — 2020 Living Ltd, Taylor Grange 2 Ltd, and TGDM One Ltd — to lift a court sanction preventing them from defending against claims of conspiracy and breach of contract.
The case revolves around a multimillion-pound development including a 220-room hotel and a 30-storey residential tower. Sanman claims it funded the land acquisition via a loan but was unlawfully excluded from profits through transactions allegedly orchestrated by Ginda.
Following non-compliance with disclosure obligations, Sanman successfully obtained orders debarring the defendants from defending the claims. The court ruled in Sanman’s favour at a 2024 liability trial (at which Daniel Lewis appeared with Max Mallin KC), concluding Ginda had deliberately conspired to exclude Sanman. Co-claimant Midland Premier Properties also secured a £500 million judgment against another developer, Rakesh Doal.
Despite multiple attempts by the defendants to overturn the sanctions, all have been rejected, with the latest dismissal in June 2025. The court has already ordered interim payments of £1.7 million to Sanman, and the final damages could reach eight figures. The case involved over four years of litigation, nearly 50 court orders, and more than 30,000 pages of evidence.
An appeal from dismissal of an earlier application for relief by the defendant is due to be heard in the Court of Appeal. A final hearing to decide on the amount owed to Sanman has yet to be scheduled.
Subscribers to The Lawyer can read the full article by clicking the link below:
Shakespeare Martineau triumphs in battle over landmark Birmingham development
Judgment handed down in Cooper v Ludgate House Ltd and Powell v Ludgate House Ltd
Fancourt J today gave judgment in the long awaited case of Cooper v Ludgate House Ltd and Powell v Ludgate House Ltd in which the owners of two adjoining flats sought an injunction to require the developer of the Bankside Yards development to pull down part of the development on the grounds that it interfered with their rights of light.
John McGhee KC acted for the developer leading Kester Lees KC and was instructed by Matthew Baker, Sarah Campey and Pierre Smith of Pinsent Masons LLP.
The court refused injunctive relief and awarded the flat owners only a small proportion of the sums they had sought as damages in lieu of an injunction.
Non-party costs order made against directors of an insolvent company: Re MPB Developments Limited
Re MPB Developments Limited [2025] EWHC 1291 (Ch)
It is often said that non-party costs orders are to be regarded as “exceptional” orders.
But this only means that a non-party costs order is not made “in the ordinary run of cases” and the only immutable principle is that the jurisdiction must be exercised justly: MPB Developments at [13].
In MPB Developments, the applicants successfully obtained a winding up order against the company on the (unusual) basis that the company was balance sheet insolvent: see [2025] EWHC 198 (Ch). They then sought a non-party costs order against the directors of the company that had caused it to defend the winding up petition, in circumstances where the company would not be able to pay the costs of the petition in addition to the petition debt of £57.2 million plus interest.
Where a non-party costs order is sought against a director or shareholder of an insolvent company, the relevant principles are set out in the guidance of the Court of Appeal in Goknur Gida Maddeleri Enerji Imalet Ithalat Ihracat Tiracet ve Sanayi AS v Aytacli [2021] 4 WLR 101 at [40] – [41]. The touchstone is whether the director causing the company to defend the petition was the “real party to the litigation”. That may be demonstrated by showing that:
- The director was seeking to benefit personally from the litigation; or
- There is some other reason why it would be just to make a non-party costs order, usually found in evidence of impropriety or bad faith on the part of the director in connection with the litigation.
In the MPB Developments case, Mrs Justice Joanna Smith found that:
- The directors were acting in their own interests rather than in the interests of the company by causing the company to defend the Petition, including by seeking to leverage a settlement agreement that was in their personal interests and by continuing to receive their directors’ salaries whilst the litigation was ongoing.
- The directors acted with impropriety, at least in the sense that they were pursuing a highly speculative defence of proceedings when they had no genuine belief in the solvency of the company.
The directors of the insolvent company were therefore found to be the “real parties” to the litigation and the Court made a non-party costs order.
The MPB Developments judgment demonstrates that the non-party costs jurisdiction will be exercised in appropriate cases. Parties litigating against insolvent companies should carefully consider if this provides a route to successful recovery of costs against those controlling the company. Consideration should be given to this possibility at an early stage of the proceedings as the non-party should ordinarily be warned of the likelihood of a non-party costs application at an early stage before the main trial.
Tim Matthewson was instructed by Kingsley Napley LLP to act for the successful applicants.
Supreme Court hands down judgment in Waller-Edwards v One Savings Bank
The Supreme Court handed down judgment today in Waller-Edwards v One Savings Bank plc, providing clarification about the circumstances in which a bank is “put on inquiry” that a mortgage has been procured by undue influence. Where a lender is put on inquiry, the lending and any associated mortgage may be set aside unless the bank can show that steps have been taken to ensure that the borrower is aware of the nature of the transaction and has received legal advice on it.
In the well-known cases of Barclays Bank v O’Brien [1994] 1 AC 180, CIBC Mortgages plc v Pitt [1994] AC 200 and Royal Bank of Scotland plc v Etridge (No 2) [2002] 2 AC 773, the House of Lords considered cases in which it was alleged that a person had entered into a loan for the benefit of their spouse (or other person with whom they were not in a commercial relationship) as a consequence of undue influence or misrepresentation. They held that the lender would be put on inquiry where it appeared to the lender that the loan was not for the benefit of the person who was subject to the undue influence or misrepresentation, i.e. they were acting in substance as a surety or guarantor. On the other hand, where the loan appeared to the lender to be joint borrowing for the benefit of both spouses, the lender would not be put on inquiry.
Ms Waller-Edwards was found by the County Court judge to have entered into a £384,000 remortgage transaction with One Savings Bank plc as a consequence of the undue influence of her partner, Mr Bishop. The bank understood that the loan was to be used for the purchase of another property for the couple and to pay off an existing mortgage debt. As a condition of the lending, it required Mr Bishop’s car loan of £25,000 and credit card debts of £14,500 to be paid off. Consequently, from the perspective of the bank the lending was a hybrid transaction: it was partly for the joint purposes of Ms Waller-Edwards and Mr Bishop but about 10% of the lending was for Mr Bishop’s sole purpose. In fact, unknown to the bank, after paying off the first charge, Mr Bishop used the loan to make a payment to his ex-wife.
The County Court held that the bank was not put on inquiry by the fact that an element of the loan was understood to be used to pay off debts in Mr Bishop’s sole name. This was upheld in the High Court and Court of Appeal. The Supreme Court, however, allowed Ms Waller-Edwards’ appeal. It held that a creditor is put on inquiry in any non-commercial hybrid transaction where, on the face of the transaction, there is more than a trivial element of borrowing which serves to discharge the debts of one of the borrowers and so might not be to the financial advantage of the other.
Joanne Wicks KC was instructed by David Prideaux of Solaris Law and appeared with Antonia Halker of Lamb Chambers for the bank.
Judgment handed down in Re Petrofac Ltd
On 20 May 2025, Mr Justice Marcus Smith handed down judgment in the matter of Re Petrofac Ltd [2025] EWHC 1250 (Ch), sanctioning a major restructuring plan under Part 26A of the Companies Act 2006. Daniel Petrides acted for the Retail Investor Advocate at both the sanction hearing and the convening hearing ([2025] EWHC 859 (Ch)).
Landlord required to repay hundreds of thousands of pounds of unlawfully charged insurance commissions to tenant
London Trocadero (2015) LLP v Picturehouse Cinemas Limited [2025] EWHC 1247 (Ch)
Criterion Group – the landlord of c. £4bn of property in central London – has been required by Mr Justice Richards to repay hundreds of thousands of pounds of overcharged insurance rent to one of its tenants, Picturehouse Cinemas.
Jonathan Seitler KC and Benjamin Faulkner acted for the successful tenant and were instructed by Julie Gattegno and Sally Tang at CMS.
Most commercial leases will provide for the landlord to insure the building, and then recharge the costs of insurance to its tenants as ‘insurance rent’, usually in accordance with their respective floor areas.
However, a practice has developed whereby landlords ask their insurers to pay the landlord’s brokers heavily inflated commissions, which the brokers then pass on to the landlords. The insurers commensurately increase the premium they charge the landlords, and the landlords pass to cost of that increased premium to their tenants. The result is that the insurers get the same net premium they always would, the brokers get the same remuneration they always would, but the tenants pay more for the same insurance, leaving the landlord to pocket the commission for nothing.
Criterion has engaged in this practice for years, sometimes earning commissions of 60%, and pocketing more than £1m a year, all at the expense of its tenants.
In this judgment Mr Justice Richards held that Criterion was not entitled to do so under the terms of the lease. He also held that Picturehouse was entitled to claim back insurance rent that was overpaid as a result in restitution.
This decision – although not breaking new legal ground – will be of real interest to commercial landlords and tenants, as it sheds light on a practice about which many tenants will be completely unaware. It paves the way for other tenants to enquire if their landlord has been earning commissions in such a way, and whether the terms of their lease do not permit such practices.
The Times have written an article, discussing the implications of this case, entitled ‘Landlords warned they may need to pay back insurance commission sums’, which you can read here.
Ben Faulkner has done a short video, going into it in more detail, which can be found here.
Court gives liquidators permission to bring US$216m claim against Pramod Mittal
Mitchell, Dowers, Plunkett & GSH Ltd v Pramod Mittal [2025] EWHC 934 (Ch)
The joint liquidators of Global Steel Holdings Limited (in liquidation) (“GSHL”) have been given retrospective permission pursuant to s.285(3) of the Insolvency Act to bring High Court proceedings against Pramod Mittal, who remains a bankrupt.
The application concerned claims totalling US$216 million against Mr Mittal, alleging fraudulent trading and breach of fiduciary duty, including the improper transfer of funds to family members after the imposition of a worldwide freezing order. The claims centre on the transfer of debts owed by a Nigerian subsidiary of GSHL to GSHL’s parent company and the subsequent payment of some US$180m to the parent company. A substantial proportion of these funds were then transferred, via Swiss accounts, to members of Mr Mittal’s family.
The joint liquidators argued that their claims were substantial and needed resolution in ongoing proceedings, rather than through the proof of debt process in bankruptcy. One aspect of this argument was the potential application of the rule in Cherry v Boutlbee as Mr Mittal’s trustee in bankruptcy has filed a substantial proof of debt in the liquidation. The Mr Mittal opposed, citing procedural delays, alleged prejudice to creditors, and his inability to fund a defence.
Deputy ICCJ Shaffer granted retrospective permission for the proceedings, finding:
- The claims were genuine and not clearly unsustainable.
- The proceedings were best resolved within existing litigation, not via the proof procedure.
- No unfair prejudice to other creditors would result, as the claims needed to be quantified and determined, particularly if Cherry v Boultbee was of application.
- The delay in seeking permission was justified and caused no prejudice.
- Mr Mittal’s claimed impecuniosity was not sufficient reason to refuse permission, given evidence of available resources.
Graeme Halkerston, instructed by Charles Russell Speechlys, appeared for the joint liquidators.
Judgment handed down in Titanium Capital Investments Limited v Jonathan Hughes [2025] EWHC 682 (Ch)
Judgment was handed down by Mr Justice Richards on 20 March 2025, following a 3 week trial, in a case arising from a two partner partnership founded in the teeth of the pandemic to sell Covid tests for profit. A dispute arose because one partner dissolved the partnership and, days later, founded an (ostensibly) new business also selling Covid tests. One partner claimed that the partner who started the “new business” should account for profits including an extremely lucrative contract to sell Covid tests to the Danish government.
The partner who dissolved the partnership claimed this “new” business was nothing to do with the former partnership at all and also claimed that his partner had made a secret profit behind his back during the period of the partnership.
The partners advanced claims against each other for breach of fiduciary duty and an account of profits and unlawful means conspiracy.
The judgment dealt with issues of liability.
There will be a second trial to determine quantum.
The Claimants were represented by Alan Gourgey KC, leading Edward Crossley, instructed by Greenwoods Legal LLP. The Defendants were represented by Lexa Hilliard KC, leading Kate Rogers, instructed by Gardner Leader LLP.
Court of Appeal clarifies law relating to “half-secret” commissions in the energy supply market
On 21 March 2025 the Court of Appeal handed down judgment in Expert Tooling And Automation Ltd v Engie Power Ltd [2025] EWCA Civ 292, an important decision concerning so-called “half-secret” commissions in the energy supply market. Unusually, the Court of Appeal granted permission on appeal to the Supreme Court on the grounds on which the appellant did not succeed.
Thomas Grant KC led Professor Paul Davies of Essex Court Chambers and Ryan Turner of Maitland Chambers, who were instructed by Boris Cetnik of BC Legal on behalf of the appellant.
Upper Tribunal decision on home loan inheritance tax double trust scheme
The Upper Tribunal (Tax and Chancery Chamber) has given judgment in the appeal of Elborne v HMRC [2025] UKUT 59 (TCC), in which the Elborne estate and trustees of the Elborne settlements were appealing against the earlier decision of the First-tier Tribunal (Tax Chamber) [2023] UKFTT 626 (TC). The case concerns whether or not a home loan inheritance tax double trust scheme designed to remove the value of a freehold interest in real property from an individual’s inheritance tax estate whilst at the same time enabling the individual in question to continue to live in the property rent-free achieves its intended effect. At first instance, the First-tier Tribunal had held that on the proper construction of the applicable legislation, including section 103 of the Finance Act 1986, which deals with the treatment of certain debts, the scheme failed to achieve its intended effect, in line with the First-tier Tribunal’s earlier decision in Pride v HMRC [2023] UKFTT 00316 (TC). The Upper Tribunal has overturned the First-tier Tribunal’s decision holding the scheme to be effective. The case is of wide importance given the use of home loan inheritance tax schemes in relation to real property over several years up and down the country.
Jonathan Davey KC acts for the respondents along with Barbara Belgrano of Pump Court Tax Chambers. Charles Bradley of Pump Court Tax Chambers acts for the appellants.