The Estate of Euan McIntyre Lindsay (Deceased) v Outlook Finance Ltd ((in Liquidation))

Hearing dates: 14, 15, 16 and 28 October 2025

Approved Judgment

This judgment was handed down remotely at 10.00am on 26 November 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

Introduction and Summary

This is an action to set aside a 2014 judgment allegedly obtained by fraud. The claimants ( the Lindsays) are from a family of Scottish dairy farmers who had farms in Scotland and Cumbria. Financial difficulties in 2008 led to some family members becoming bankrupt. The claimants and associated entities obtained loan funds from the first defendant ( Outlook) secured on the two farms and certain livestock. Outlook alleged defaults and appointed the second defendant ( Mr Butcher) in 2012 as “ LPA receiver” in relation to the farm in Cumbria and as agent to take possession of the livestock.

In November 2012, Mr Butcher took possession of the farm in Cumbria and certain livestock, plant and machinery there. That farm has been sold on. In a Chancery Division claim heard in Manchester, the claimants challenged Mr Butcher's appointments, contending that a sale and leaseback agreement had been entered into with the wrong entity; and that Outlook's director and controlling mind, Mr Derek Fradgley, had breached an oral agreement and certain oral assurances said to create a waiver, estoppel or collateral contract.

There was then no challenge to the underlying loan, lease and security documents, nor any allegation of fraud. The case turned on the credibility of witnesses. The trial judge preferred Mr Fradgley's evidence to the Lindsays', though Mr Fradgley admitted having deceived the family by telling them he was backed by funding from a bank. In his June 2014 judgment, His Honour Judge Bird rejected the claim against Outlook and said he need not determine the claim as against Mr Butcher, nor against the purchasers of the farm, sued as third defendants. He dismissed the claims against all three defendants, with costs.

Protracted litigation in Scotland then followed. Outlook sought to enforce its charge over the farm in Scotland, relying on indebtedness and unpaid costs. The Lindsay family sought to set aside the loan and security documents that had gone unchallenged in the Manchester proceedings. They took the view, on detailed scrutiny of disclosed accounting records and other documents and with advice from counsel and forensic accountants, that the loan and security documents had been obtained by fraudulent misrepresentation and (in English law terms) undue influence 1. Mr Fradgley died of cancer in July 2017.

The litigation continued. It culminated in a trial before Lady Wolffe in the Outer House of the Court of Session. In her detailed reserved opinion in August 2021, she found that Mr Fradgley had taken advantage of the family's trust in him, had fabricated documents, invented facts and falsified the records of a Lindsay family company, of which he was the secretary, to mask his exercise of control over the family's business affairs. She upheld the family's contention that the loan agreements and mortgages were obtained by lesion, facility and circumvention and by fraudulent misrepresentations as to the amounts due.

Lady Wolffe found that, as at September 2009, the amount due had been no more than £900,000, not £1.8 million or £2.6 million as Mr Fradgley had falsely told the family; and that Outlook had systematically and deliberately overcharged the family in respect of interest payments on the outstanding loan monies. She “reduced” (set aside) the loans and legal charge over the Scottish farm and ordered repayment of overpayments in the sum of £180,077. However, Outlook did not pay anything and went into voluntary liquidation.

The claimants then brought this action in April 2023 against Outlook and Mr Butcher, asserting that the judgment of the High Court in Manchester had been obtained by fraud on the part of Mr Fradgley and that the judgment and consequential orders should be set aside as against Outlook and Mr Butcher, whose appointment as LPA receiver and agent had been invalid and whose conduct in seizing the Cumbria farm, cattle, plant and machinery had been tortious, amounting to trespass and conversion. The claimants seek a retrial.

The Facts

In slightly more detail, I find the following facts. Most of the account that follows was not challenged by Mr Butcher; his stance was, mainly, to put the claimants to proof of their allegations and to point out that he is not bound by the findings of Lady Wolffe in the case before her ( the Scottish proceedings), in which he took no part. Mr Butcher did give evidence at the trial before HHJ Bird ( the Manchester proceedings) but his evidence turned out to be peripheral because Mr Fradgley's evidence was preferred to that of the Lindsays.

There were many bundles before me, old and new, from these and previous proceedings. Some of the bundles were “not agreed”; others were agreed. By paragraph 27.2 of the practice direction supplementing CPR Part 32:

“All documents contained in bundles which have been agreed for use at the hearing shall be admissible at that hearing as evidence of their contents, unless (a) the court orders otherwise, or (b) a party gives written notice of objection to the admissibility of particular documents.”

The findings set out below are mine. I do not adopt Lady Wolffe's findings except when independently agreeing with her. Her findings do not bind Mr Butcher, nor this court. On the other hand, I am entitled to regard her findings as convincing and persuasive and, in forming my views, to consider the cogency of her reasoning. On the central issue of Mr Fradgley's dishonesty and fraudulent conduct, there is no real dispute. Lady Wolffe found that he was a dishonest fraudster and Mr Butcher did not seriously suggest I should disagree.

Lady Wolffe made damning findings against Mr Fradgley to the effect that he had fraudulently extracted money from the Lindsays systematically over many years, taking advantage of their naivety and lack of business acumen. Mr Butcher advanced no positive contrary case before me. His stance at trial was not that Mr Fradgley was honest and truthful but, rather, that he, Mr Butcher, had no reason to suppose otherwise at the material times in 2012 and 2013; and that it would be unfair to reopen the failed claim against him.

In fairness to Mr Butcher, it cannot be said that he gave dishonest evidence to HHJ Bird or to me; nor that he knew he was acting improperly in respect of his appointments as an enforcer of debts owed to Outlook; nor that he knew Mr Fradgley was anything worse than a tough businessman rigorously enforcing debts owed to his company, Outlook. This case would be more straightforward if it were pleaded and proved that Mr Butcher and Mr Fradgley acted in cahoots; but that is not suggested. Rather late in the day, the Lindsays have confirmed that they do not in these proceedings allege any fraud against Mr Butcher.

They seek a retrial as against him, as well as against Outlook, on the basis that he was the beneficiary of Mr Fradgley's fraud and, in his capacity as LPA receiver and agent, became liable in trespass and conversion for wrongful use and disposal of real and personal property under security instruments that were set aside (“reduced”) or declared void in the Scottish proceedings. In that manner, it is said that he unjustly enriched his client, Outlook, and himself; and unjustly impoverished Outlook's supposed debtor, the first claimant.

Lady Wolffe's findings are corroborated by the claimants' three witnesses in this case, Messrs Rodger, William and James Lindsay (to whom I will refer by their first names). Mr Butcher also gave evidence. The Lindsay witnesses confirmed the correctness of the written evidence they gave in affidavits in the Scottish proceedings, which were before me and not seriously challenged by Mr Butcher. The facts, therefore, are mainly not controversial and can be stated quite briefly, especially since I am not retrying the Manchester proceedings.

The farm in Scotland is Harperfield, in Lanarkshire. It has been trading since about 1946, when the brothers Euan and James were young boys. They left school aged about 14 or 15 and became farmers. James is now 83 and Euan died in 2011. James is not a man of business or good with numbers. He reads only slowly. William is dyslexic and slow at reviewing documents. They are not sophisticated men of business, as Mr Fradgley was and Mr Butcher is. Harperfield was owned by Euan and traded as DM Lindsay, first being traded by Euan and, after his death, by his executor and beneficiary, William.

The farm in Cumbria is Metal Bridge Farm ( MB Farm), purchased in 2001 and farmed by a partnership of James' wife Helen Lindsay and two of their three children, Rodger and Kerr Lindsay. The partnership received loan funding from Outlook from 1996. The business traded as Lindsays Dairy and Lindsay's AI (artificial insemination). There were various loan agreements from 2000 to 2008 when financial difficulties arose from a commercial error leading to litigation. Rodger and Kerr were made bankrupt in 2008; Helen, in 2009.

Mr Fradgley advised the Lindsays to set up a...