Intensity Holdings S.A. v Stratton Mortgage Funding 20191 Plc

JurisdictionEngland & Wales
JudgeMr Justice Miles
Judgment Date12 January 2023
Neutral Citation[2023] EWHC 104 (Ch)
Docket NumberCase No: BL-2022-001355
CourtChancery Division
Between:
Intensity Holdings S.A.
Claimant/Respondent
and
(1) Stratton Mortgage Funding 20191 Plc
(2) Clavis Securities Plc
(3) Bluestone Mortgages Limited
(4) Kensington Mortgage Company Limited
(5) Rooftop Mortgages Limited
(6) Stratton Hawksmoor 20221 Plc
(7) Aline Sternberg
Defendants/Applicants

[2023] EWHC 104 (Ch)

Before:

Mr Justice Miles

Case No: BL-2022-001355

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

BUSINESS LIST (CH)

The Rolls Building

7 Rolls Buildings

Fetter Lane

London EC4A 1NL

The Claimant/Respondent did not appear and was not represented

Mr Adam Al-Attar (instructed by Dentons UK and Middle East LLP) appeared on behalf of the Defendants/Applicants

Mr Justice Miles
1

This case concerns two securitisations of mortgages and loans known as “the Stratton Securitisation” and “the Clavis Securitisation”.

2

There was a transaction in August 2022 (“the Transaction”) whereby the securitised assets were transferred to a further vehicle called Stratton Hawksmoor, which then issued new notes. I shall say more about this in a moment.

3

The defendants in these proceedings say that this is another episode in a series of attempts by Mr Rizwan Hussain, acting by his aliases and/or associates to interfere unlawfully in securitisation structures.

4

There have been a great many cases before the Chancery Division and the Commercial Court in which it has been found that Mr Hussain and his associates have indeed interfered unlawfully in securitisations. Mr Hussain is at the moment subject to a committal warrant, which I granted in relation to vehicles known as the Business Mortgage Finance securitisations. He was committed to prison for two years but remains at large.

5

The claimant is an annulled company incorporated in the Marshall Islands. A non-residence entity report produced at court shows that it was annulled on 28 April 2021. That means that the company has been involuntarily dissolved. There is no publicly-available information about its directors or shareholders.

6

The first defendant, Stratton Mortgage Funding 2019-1 Plc (“Stratton”), is an SPV note issuer. The notes it issued were backed by residential mortgages.

7

The second defendant, Clavis Securities Plc (“Clavis”), is also an SPV note issuer of notes backed by residential mortgages.

8

Stratton and Clavis entered into the Transaction in August 2022. There is a diagram of the Transaction attached to the witness statement of Mr Leyland, which has been served by the defendants in support of this application.

9

The effect of the Transaction in very broad terms was that the underlying mortgages which backed the notes issued by Stratton and Clavis were restructured into new mortgage-backed securities issued by the sixth defendant, Stratton Hawksmoor 2022–1 Plc (“Stratton Hawksmoor”), another SPV issuer. As a result of this restructuring, the notes issued by Stratton and Clavis were redeemed and Stratton Hawksmoor purchased the beneficial title to certain loans and issued notes to fund that purchase.

10

The third defendant, Bluestone Mortgages Limited (“Bluestone”), holds the legal title to certain residential mortgages previously securitised by Clavis. Bluestone holds that title in consequence of the restructuring already described.

11

The fourth defendant, Kensington Mortgage Company Limited (“Kensington”), holds the legal title to certain residential mortgages previously securitised by a company called Hawksmoor Mortgage Funding 2019-1 Plc. The residential mortgages that backed this distinct securitisation were restructured with those that backed the notes issued by Clavis and Stratton.

12

The fifth defendant, Rooftop Mortgages Limited (“Rooftop”), holds the legal title to certain residential mortgages previously securitised by Stratton. Again, this is in consequence of the restructuring.

13

The seventh defendant, Ms Aline Sternberg, is the sole natural director of Stratton Hawksmoor.

14

There was also a “seller” in respect of the Transaction, an Irish entity called Ertow Holdings X Designated Activity Company (“Ertow”). That company transacted with Clavis, Stratton and Hawksmoor Mortgage Funding as “original sellers” purchasing the beneficial interest in the residential mortgages which secured the notes issued by those original sellers and Stratton Hawksmoor, as the new issuer, selling the purchased beneficial interests to Stratton Hawksmoor. The consideration for that sale was funded by Stratton Hawksmoor by its issuance of notes. In turn, that consideration was used by Ertow to purchase beneficial interests sold to Stratton Hawksmoor.

15

It will be seen from this description that the claimant played no part in the Transaction.

16

By a claim form dated 21 August 2022 the claimant brought these proceedings seeking various declarations and injunctions. The declarations include one that the sale of all the mortgage loans and mortgages and their related security beneficially held by the first and second defendants as of 1 January 2022, sold to and acquired by the claimant pursuant to a valid binding and legally-enforceable mortgage sale agreement executed and completed on 19 August 2022, is valid, binding, effective and legally enforceable. The claimant also seeks a declaration that it is now the beneficial owner of the said mortgage portfolio.

17

The claim form stated, under the heading “Value”, “Not applicable” and the court fee was £569 – this being on the basis that the claimant was not seeking monetary relief. The claim form was dated 20 August 2022, albeit only stamped on 21 August 2022. The statement of truth was signed in the name “Luke Howe” as a director. The claimant's address to which documents should be sent was 119 Marylebone Road, London, NW1 5PU. The evidence shows that that is a shared office accommodation address. The email address on the claim form was counsel@intensityholdings.com.

18

That document was sent by email to the seven defendants from andreou.artemiou@businessmortgagefinance.com, and was copied to another email address, peter.morrow@beyatholdings.com. On 31 August 2022, particulars of claim were served. These were again sent from the Artemiou email address, copied to the Morrow email address.

19

Paragraphs 4 and 5 of the particulars of claim state:

“4. Pursuant to a valid, extant, binding and legally enforceable (mortgage) sale agreement on 19 August 2022, the first and second defendants (‘the Issuers’) absolutely transferred and agreed to sell and in fact sold their whole right, title, interest and benefit present and future, to the fullest extent possible under applicable law, in the entire portfolio (as of 1 January 2022) of residential mortgage loans, the mortgages and their related security in respect of and secured on properties located in England and Wales, Scotland and Northern Ireland (together ‘the Mortgage Portfolio’) to the claimant (‘the Sale’).

5. The Sale was executed by Intertrust Directors 1 Limited and Intertrust Directors 2 Limited for and on behalf of the Issuers and was subsequently ratified by: (a) the majority of their respective members; and (b) their respective board of directors.”

20

It then alleged that, is by reason of the Sale, the claimant has become the beneficial owner of the mortgage portfolio and appropriate declarations and injunctive relief are sought. Nothing is said in paragraph 4 or elsewhere about the terms of the alleged agreement or the consideration said to have been paid.

21

The present application before me was issued on 30 September 2022. It seeks to strike out the claims pursuant to CPR rule 3.4(2) or for reverse summary judgment under CPR part 24.2. The application notice was supported by witness statements of Mr Leyland and Ms Whitaker, both dated 30 September 2022. The application was served on the email address given on the claim form, which I have already mentioned, and the Artemiou email address.

22

The evidence of Mr Leyland explains the background to the present application in detail. The following summary suffices for present purposes.

23

Mr Leyland describes the Transaction entered into in August 2022. He states that the claimant played no part in the Transaction.

24

He explains that there were previous proceedings brought by parties associated with Mr Hussain, which were intended, according to Mr Leyland, to disrupt the consummation of the Transaction. Two sets of directly relevant proceedings were brought. First, on 31 July 2022, proceedings were brought in the names of Stratton, Clavis and two Marshall Islands companies, namely Keycards Holdings Inc (“Keycards”) and Kessa...

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1 cases
  • Das Holdings AG v Aline Sternberg and Ors
    • United Kingdom
    • King's Bench Division (Commercial Court)
    • 8 March 2023
    ...but most recently, Intensity Holdings SA, the subject of Miles J's judgment in Intensity Holdings v Stratton Mortgage Funding and Ors [2023] EWHC 104 (Ch), was such an 13 I was referred in some detail to the findings made in that case, where again, Miles J reached the conclusion that the p......

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