BMF Assets No. 1 Ltd v Sanne Group Plc

JurisdictionEngland & Wales
JudgeMr Justice Miles
Judgment Date26 January 2022
Neutral Citation[2022] EWHC 140 (Ch)
Docket NumberCases No: FL-2021-000017 FL-2021-000018 FL-2021-000019 FL-2021-000020 FL-2021-000021
Year2022
CourtChancery Division
Between:
(1) BMF Assets No. 1 Limited
(2) BMF Holdings Limited
(3) Business Mortgage Finance 3 Plc
(4) Business Mortgage Finance 4 Plc
(5) Business Mortgage Finance 5 Plc
(6) Business Mortgage Finance 6 Plc
(7) Business Mortgage Finance 7 Plc
(8) Kipling Firs Limited
(9) Tilman Holdings Limited
Claimants
and
(1) Sanne Group Plc
(2) Sanne Group (UK) Limited
(3) Sanne Group Secretaries (UK) Limited
(4) Sanne Trustee Company UK Limited
(5) Martin Charles Schnaier
(6) Jason Christopher Bingham
(7) Beejadhursingh Surnam
(8) Coral Suzanne Bidel
(9) Marc Speight
(10) Simmons & Simmons LLP
(11) Caroline Hunter-Yeats
(12) Alexander Paul Riddiford
Defendants

[2022] EWHC 140 (Ch)

Before:

Mr Justice Miles

Cases No: FL-2021-000017

FL-2021-000016

FL-2021-000018

FL-2021-000019

FL-2021-000020

FL-2021-000021

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

FINANCIAL LIST

Royal Courts of Justice, Rolls Building

Fetter Lane, London, EC4A 1NL

Ms Charlotte Cooke (instructed by Simmons & Simmons LLP) for the First to Ninth Defendants (and also claiming to act for the Second to Seventh Claimants and various other defendants in the other listed proceedings)

Mr James Sharpe (instructed by CMS Cameron McKenna Nabarro Olswang LLP) for the Tenth to Twelfth Defendants and certain related parties

The other Claimants did not appear and were not represented

Hearing date: 19 January 2022

APPROVED JUDGMENT

Mr Justice Miles

Introduction

1

This is one of a series of cases about some securitisation structures (“the BMF securitisations”). There have been 26 separate proceedings about these structures, going back to 2019. The principal issue in these cases has been the same: who is authorised to act for the securitisation companies?

2

The courts who have considered these cases have consistently held that the directors of the securitisation companies were Ms Bidel and Mr Speight (and until August 2021, Mr Surnam) and that they have full authority to run the companies.

3

I concluded after a Pt. 8 trial in February 2021 that the steps that had been taken in May to July 2020 were an unlawful interference with the BMF securitisations and granted a wide-ranging injunction in February 2021 intended to prevent further interference.

4

But further steps have been taken against the BMF securitisations since late March 2021 and various third party individuals and entities have claimed to have assumed the authority to run the securitisation companies.

5

Those third party individuals and entities caused new proceedings to be issued, including some in the names of the BMF securitisation companies during the summer of 2021 (“the new claims”) seeking damages and injunctive relief designed to prevent Ms Bidel and Mr Speight (referred to below as “the Sanne Directors”) from representing the BMF companies and to terminate the retainers of the lawyers (Simmons & Simmons LLP (“S&S”) and counsel) who have acted for the BMF companies since 2019. The incoming third parties have also brought proceedings in the names of the BMF companies with a view to seeking the discharge of earlier orders of the court including my injunction of February 2021.

6

The BMF companies acting by the Sanne Directors have applied for the removal of their names as claimants in the new claims on the basis that they were started without the authority of the companies. A number of the defendants to the new claims have also applied to strike out the new claims or for reverse summary judgment on the basis that they disclose no realistic claim or are an abuse of the process.

7

None of the respondents to the applications appeared before me at the hearing.

8

However one of the claimants in some of the new claims, a company called BMF Assets No 1 Ltd (“BMF Assets”), has served three witness statements from Mr Andreou Artemiou (a director) and has said that it opposes the applications on the basis of those statements. Mr Artemiou says that he is authorised by the other respondents and that his position is supported by the other respondents, but he has not explained who has given that authorisation or support on behalf of the other respondents. I shall refer to his evidence below where apposite.

9

I should also mention that although it shares the BMF name, BMF Assets is not part of the securitisation structures (in the sense of being an issuer or holding company). It was only incorporated on 26 May 2021.

10

This hearing has been listed for several months to be heard on 19 January 2022. As I have said none of the respondents appeared before me. However on 17 January 2022 BMF Assets served an application seeking an order that I recuse myself as the docketed judge for all cases concerning the BMF securitisations; alternatively that I should stay all such proceedings pending an appeal to the Court of Appeal on the issue of recusal. The recusal application was supported by a witness statement from Mr Artemiou. The application notice asked that the application be dealt with on the papers and without a hearing. I informed the parties that I would address it at the beginning of the hearing listed for 19 January 2022. I considered that the application concerned the administration of justice and that the other parties (i.e. the parties represented by S&S) were entitled to be heard. BMF Assets then informed the court that it did not intend to appear at the hearing. I heard from counsel (Ms Cooke) who submitted that there was no merit in the recusal application. I dismissed the application and said that I would give my reasons in this judgment. These appear after my judgment on the substantive applications.

The evidence

11

I have read the following witness statements for the applicants: the first witness statement of Ms Coral Suzanne Bidel dated 15 July 2021 (“Bidel 1”); the first witness statement of Mr Andrew Jones, dated 19 July 2021 (“Jones 1”); the first witness statement of Mr Alexander James Bermingham, dated 5 August 2021 (“Bermingham 1”); the first witness statement of Caroline Hunter-Yeats, dated 16 July 2021 (“Hunter-Yeats 1”); and the first witness statement of Eoin O'Shea, dated 16 July 2021 (“O'Shea 1”). I have also read the first, second and third witness statements of Mr Andreou Artemiou dated 26 October 2021, 15 November 2021 and 7 December 2021 (“Artemiou 1, 2 and 3”) served on behalf of BMF Assets.

The relevant sets of proceedings

12

The applications before the court have been made in the names of several companies, which I shall collectively call “the BMF Claimants”. These are Business Mortgage Finance 3 Plc (“BMF3”), Business Mortgage 4 Plc (“BMF4”), Business Mortgage Finance 5 Plc (“BMF5”), Business Mortgage Finance 6 Plc (“BMF6”), Business Mortgage Finance 7 Plc (“BMF7”), (BMF4, BMF5, BMF6 and BMF7 together being the “Issuers”) and BMF Holdings Limited (“BMFH”). The Sanne Directors have authorised these applications and have instructed S&S and Ms Cooke of counsel to act for them. (The respondents of course say that the Sanne Directors are no longer directors of the BMF Claimants and that the current applications are therefore brought without authority; this is one of the principal issues I have to resolve.)

13

The BMF Claimants have been named as claimants in a series of proceedings commenced in 2021 (i.e. the new claims):

i) Proceedings commenced in the names of the BMF Claimants and Kipling Firs Limited (“Kipling”) against (amongst others) Greencoat Investments Limited, with Claim Number CL-2021-000279 (the “Kipling Injunctions Claim”);

ii) Proceedings commenced in the names of the BMF Claimants and Kipling S&S, Caroline Hunter-Yeats and Amer Siddiqui (both partners in S&S and the BMF Claimants' legal advisors) with Claim Number CL-2021-000274 (the “S&S Claim”);

iii) Proceedings commenced in the names of the BMF Claimants and Kipling against Homeloan Management Limited (“HML”) and Mr Andrew Jones (a director of HML), with Claim Number CL-2021-000344 (the “HML Claim”); and

iv) Proceedings commenced in the names of the BMF Claimants, together with Kipling, BMF Assets and Tilman Holdings Limited (“Tilman”), with Claim Number CL-2021-000391 (the “Tilman Claim”).

14

There are also relevant proceedings where the BMF Parties have not been named as Claimants:

i) Proceedings by BMF Assets and Tilman against S&S, Ms Hunter-Yeats, Ms Kitt and Mr Riddiford, with claim number CL-2021-000420 (“the 2nd S&S Claim”).

ii) Proceedings brought by a Mr Jason Fung against Computershare Investments (UK) (No.3) Limited (“CIL”) (a wholly owned subsidiary of HML), Mr Jones and Nazir Sarkar, with Claim No. CL-2021-000345 (the “CIL Claim”)

15

The various claims were all commenced in the Commercial Court but in August 2021 were ordered to be transferred to the Financial List in the Chancery Division to be listed before me as the docketed judge.

16

S&S and Ms Cooke of counsel are also instructed by a number of the defendants in these proceedings, namely:

i) Sanne Group Plc (“Sanne Group”), Sanne Group (UK) Limited (“Sanne Group (UK)”), Sanne Group Secretaries (UK) Limited (“Sanne Group Secretaries”), Sanne Trustee Company UK Limited (“Sanne Trustee”), Martin Charles Schnaier (the CEO of Sanne Group), Jason Christopher Bingham (Chief Strategy Officer of Sanne Group), Beejadhursingh Surnam, Coral Suzanne Bidel and Marc Speight (the “Sanne Defendants”), being first to ninth defendants to the Tilman Claim;

ii) HML and Andrew Jones, being the defendants to the HML Claim; and

iii) CIL, Mr Jones and Nazir Sarkar, being the defendants in the CIL Claim.

17

S&S and various named partners and Mr Riddiford of counsel (who have all acted for the BMF Claimants in the various earlier proceedings) (“the lawyer...

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