Bridging Finance Inc. (acting by its receiver/manager Pricewaterhouse Coopers Inc.) v Anthony Lyons

Hearing dates: 16 & 17 June 2025

Approved Judgment

This judgment was handed down at a remote hearing on 8 July 2025 at 10.00 am and by subsequent release to the National Archives

The petition

This judgment follows the trial of a contested bankruptcy petition presented by Bridging Finance Inc, acting by its receivers, seeking a bankruptcy order against Anthony Lyons. Bridging Finance Inc, a Canadian corporation, carried on the business of providing alternative finance. Mr Lyons was, at the material times, and as far as I know still is, a property investor.

The petition debt is said to arise out of a personal guarantee dated 26 October 2018. The debt relied on in the petition was originally said to amount to Canadian $55 million odd. 1 The petition has, however, been amended, so that it now stands at $39 million odd (about £26.6 million), the underlying debt having been discharged in part as a result of a realisation and distribution, details of which are given in paragraphs 14A and 14B of the amended petition and the witness statement therein mentioned.

The background

The circumstances giving rise to Mr Lyons's giving the personal guarantee are as follows.

Towards the end of 2018 Mr Lyons became interested in taking over a property investment involving an estate in Northumbria known as Dissington Garden Village or the Dissington Estate in which one of his companies already had an interest. The Dissington Estate project was at that time being run by a company called Lugano Dissington Estates Limited, but planning difficulties affecting its development resulted in that company defaulting on the terms of its borrowings. Mr Lyons needed additional finance to take full control of the project. He was introduced to Mr Graham Marr, the then senior managing director of Bridging Finance Inc, by a mutual contact, Mr Rishi Gautam, and approached him in late September 2018 with a view to Bridging Finance Inc funding a new company which would take over the development by purchasing the senior loan of a company called Topland Jupiter Limited. Further (junior) finance had been provided by a company called Matterhorn Capital Dissington Loan Limited, of which Mr Lyons was already the ultimate beneficial owner. Early email exchanges between Mr Lyons and Mr Marr show that the financing had to be put in place at some speed if the opportunity was not to be lost, which meant that the petitioner had no time to carry out the kind of “due diligence” one would normally expect to see in the case of a deal such as this. Thus, for example, the petitioner did not insist on the provision of up to date valuations, relying instead on valuations provided by or through Mr Lyons (see the emails of 2 October 2018). It did, however, “need to feel comfortable with the outside security being provided” (as Mr Marr put it in his email of 5 October 2018). Later that day Mr Lyons offered comfort in the form of “My personal guarantee across all assets.” He followed that up the next day, saying:

“Need you to be happy with ‘umbrella’ guarantee rather than single asset as I have a huge spread and all very complicated.”

The petitioner ultimately agreed to lend some $36 million to a company called Dissington Lending Company Limited which was owned by Dissington Estate Holdings Limited, a company which, in turn, was owned by Mr Lyons's private investment company, Anthony Lyons Investments Limited, a company ultimately controlled by Mr Lyons.

A facilities agreement was entered into on 26 October 2018. It was backed by a debenture of the same date and Mr Lyons's personal guarantee. Thereafter Dissington Lending Company Limited enforced security it held over the shares in Lugano Dissington Estates Limited so that it became a wholly owned subsidiary of Dissington Estates Holdings Limited. The financing thus effected a buyout of Lugano Dissington Estates Limited and the absorption of the development into the Dissington group of companies.

The development did not go well. Lugano Dissington Estates Limited went into administration on 8 April 2019, and, following defaults under the facilities agreement, Dissington Lending Company Limited went the same way on 30 June 2022.

In the meantime, on 20 April 2021 Bridging Finance Inc went into receivership.

Demand was made under the facility and under the guarantee, following which a statutory demand was served on Mr Lyons in November 2022. Mr Lyons applied to set aside the demand but withdrew his application, which was dismissed on 7 December 2023.

The petition was presented on 19 July 2024. Permission was given to serve out of the jurisdiction, and the petition was served on My Lyons, albeit by substituted service.

The foregoing is sufficient to set the scene for what follows. I shall elaborate as necessary below.

The grounds of opposition

Mr Lyons opposes the making of a bankruptcy order on grounds set out in his amended notice of opposition. He contests the jurisdiction of the court to make a bankruptcy order against him. He:

(i) notes the concession in the petition that his centre of main interests is in neither the United Kingdom nor a Member State;

(ii) denies being ordinarily resident or having a place of residence in England and Wales in the period of three years prior to the date of presentation of the petition;

(iii) denies carrying on business during the same period, inter alia because his shareholding in UK companies does not amount to carrying on business in a personal capacity, and his ownership of a UK property similarly does not amount to carrying on business in a personal capacity;

(iv) disputes the petition debt, inter alia because: (a) the petitioner (through Mr Marr) made material misrepresentations to him such that the guarantee is susceptible of being rescinded; (b) the petitioner is bound by a promise (amounting to a collateral contract) not to enforce the guarantee; (c) the petitioner is estopped from enforcing the guarantee; (d) the petitioner has waived its rights to enforce the guarantee; and (e) the petitioner breached disclosure obligations to him in failing to disclose the existence of a freezing injunction affecting the Dissington Estate and the security it constituted before he gave the guarantee;

(v) relies on the petitioner's failure to comply with r 10.7(2) Insolvency (England and Wales) Rules 2016 and delay in presenting the petition, warranting the dismissal of the petition under s 266(3) Insolvency Act 1986.

Procedural matters

Mr Willson devotes paragraphs 60–83 of his skeleton argument to the recent procedural history of the petition. Plainly, the course of the litigation between the parties has been fractious. I do not propose to dwell on it. I should, however, make three short points.

The first is that both parties have consistently raised complaints about the disclosure (or lack of it) from the other. Mr Willson has obtained some disclosure pursuant to orders made on his client's applications but says it has been inadequate. Mr Kramer complains that requests have been made for documents but they have not been forthcoming, although he concedes that no application has been made on behalf of his client. I made clear to the parties that I would not entertain further argument about disclosure: this was the trial of the petition, and the time for argument about matters that should have been resolved before it started had passed.

The second is that, a matter of days before the trial, Mr Lyons applied for it to be adjourned. His application was heard and dismissed by ICC Judge Agnello KC on 6 June 2025. She made clear to My Lyons that if he was unable to travel to London for cross-examination (which had been ordered on the jurisdiction issue) he should make arrangements to give evidence by video link.

The third is that on the morning of the first day of trial Mr Willson applied to admit into evidence two late witness statements, one of Mr Graham Page, an employee of the receiver, and one of Mr Marr (his first). Mr Kramer did not resist the admission of Mr Page's witness statement (rightly, in my view, as it simply updated the position regarding certain of what I shall loosely call Mr Lyons's companies, so was uncontroversial). He did object to the admission of Mr Marr's, but I allowed it in, giving brief reasons for doing so in a short ex tempore judgment. As a quid pro quo I gave permission to Mr Lyons to put in evidence in answer, which he did with commendable speed (I had it by the evening). As Mr Willson predicted, when objecting to my proposed order, it went way beyond answering the petitioner's late evidence, raking over issues of the past, and, on one view, adding a new twist to the basis on which the petition was being opposed. Most of it was of no assistance.

The evidence

The petition has generated a number of witness statements which have not always emerged in an orderly way. The petitioner relies on witness statements of Mr Page, Mr Ian Fox of Dentons, who act for the petitioner, and one of Mr Marr. Mr Lyons has made a number of witness statements. He also relies on witness statements of Simon Conway, a long standing business associate. The witness statements relied on by Mr Lyons do not always approach the issues in an orderly manner and suffer from vagueness:...