LexisNexis Corporate Rescue And Insolvency: Case Alerter – April 2026

At-a-glance case summaries provided by the Gatehouse Chambers’ Insolvency Team, featuring:

• Reid-Roberts v Mei-Lin [2026] EWHC 49 (Ch)
• Garden House Software Ltd v Marsh & Ors [2026] EWHC 314 (Ch)
• Wonop ApS v (1) Simon Jagger (2) Ben David Woodthorpe (as joint administrators of FAI Realisations 2024 Ltd) (3) FAI Realisations Ltd [2026] EWHC 362 (Ch)

Read the latest CRI Cases Alerter authored by Simon Kerry, Lauren Godfrey and Emily Husain below.

Reid-Roberts v Mei-Lin [2026] EWHC 49 (Ch)

This was an appeal and associated cross-appeal against a possession and sale order made in bankruptcy proceedings, where the sale had been deferred for an unusually long period (in excess of eight years).

The bankrupt (Mr Gudmundsson) and Ms Lin owned their matrimonial home together, where they had lived with their two children. Following Mr Gudmundsson’s bankruptcy on 26 February
2020, the Trustee on 13 February 2023 applied for an order for possession and sale of the matrimonial home.

Possession and sale were ordered but deferred until 2032 to allow Ms Lin’s daughter to complete her studies through to age 18 before being required to vacate the family home.

On appeal, the High Court had to grapple with two issues. The first was whether Mr Gudmundsson had, prior to the bankruptcy order, effected a transfer of his beneficial interest in the matrimonial home to Ms Lin by way of WhatsApp messages and emails exchanged in the context of their ongoing divorce proceedings. (The judge at first instance had rejected this argument on legal grounds which it was common ground were erroneous).

The court held there had been no such transfer, and in particular that Mr Gudmundsson’s name appearing at the top of the WhatsApp chat between himself and Ms Lin was insufficient to amount to a “signature” under s 53(1)(c) of the Law of Property Act 1925, because it did not carry the required authenticating intent.

The second issue was whether the judge at first instance had erred in ordering that the sale of the matrimonial home be deferred by such a lengthy period. The High Court agreed with the first instance judge that there were “exceptional circumstances” arising such that the court did not have to assume that the interests of the bankrupts creditors were overriding; nevertheless, it held that the judge had erred by overstating the uncertainty of the claims of the bankrupt’s creditors, leading him to not take the interests of those creditors sufficiently into account.

The High Court substituted a deferral date for the sale of 31 July 2027, allowing Ms Lin and her children time to adjust and find alternative accommodation.

Garden House Software Ltd v Marsh & Ors [2026] EWHC 314 (Ch)

FACTS

The claimant, as assignee of the liquidator of Serisys Ltd (SL), sought to challenge a series of transactions involving the transfer of SL’s intellectual property (known as AdyptUK).

The key transaction was an assignment of AdyptUK by SL to the seventh defendant (SAHL) for nil consideration, which was allegedly approved by the directors of SL.

Subsequently, SAHL granted a charge over the same IP to the sixth defendant, purportedly to secure an existing loan made to another group company. The claimant alleged these were transactions
at an undervalue subject to challenge pursuant to s 238 and s 423 of the Insolvency Act 1986 (IA 1986), alongside claims for breach of duty and dishonest assistance. The first, second, sixth and seventh defendants (collectively THD) applied for reverse summary judgment or to strike out the claims.

The court provided important guidance on pleading a s 423 claim, particularly following the Supreme Court’s decision in El-Husseiny v Invest Bank PSC [2025] UKSC 4.

THE EL-HUSSEINY POINT: WHO MUST BE THE TRANSFEROR?

THD argued, based on first instance comments in El-Husseiny, that a s 423 claim requires the debtor to have owned the asset. HHJ Cadwallader rejected this. He noted the claim was that SAHL
(the transferor of the 2019 Charge) received no consideration, and that SL was the “victim” whose creditors were prejudiced. The judge implicitly accepted that the broad interpretation of “transaction” affirmed by the Supreme Court in El-Husseiny – which allows a claim where a debtor procures a company he owns to transfer assets – was arguable on the facts of this case.

Further, the timing of the transactions alone was not sufficient to defeat a claim – it was only relevant to whether there was a statutory presumption.

THE MC BACON POINT: CAN A CHARGE BE AN UNDERVALUE?

THD relied on Re MC Bacon Ltd (No.1) [1990] BCC 78 to argue that granting security does not deplete assets. The judge distinguished MC Bacon (which concerned s 238) on the basis that MC Bacon addressed cases where consideration was deemed insufficient rather than non-existent (as was the case here). The judge held that where a transaction is for no consideration, it is “arguably” a transaction at an undervalue under s 423(1)(c), citing Hill v Spread Trustee Co Ltd [2007] 1 WLR 2404. Whether forbearance to call in a loan amounted to consideration was a matter for trial.

The court confirmed that even if a charge “bars” the primary remedy of setting aside an assignment, other remedies exist, such as a monetary award under s 241(1)(d) IA 1986. The application therefore was dismissed on the merits.

ABUSE OF PROCESS: THE HENDERSON v HENDERSON PRINCIPLE

The court went onto consider the abuse point as an alternative basis to strike out the application as an abuse of process (on the presumption the court was wrong on the merits), applying the
principles from Koza Ltd v Koza Altin Isletmeleri AS [2020] EWCA Civ 1018 (Koza).

The court noted that interlocutory decisions were still final decisions albeit on an interim basis.

THD had previously issued a strike out application in 2023, which fell away after they accepted the claimant’s amendments. The court held it was an abuse to raise new legal arguments (the El-Husseiny and MC Bacon points) at a later stage when they could have been raised in the earlier application.

The applicant had to show a material change of circumstances such that a previous judgment could be revisited.

The judge noted that Popplewell LJ in Koza established that points not pursued at an earlier hearing cannot be taken later without the application establishing a significant and material change of
circumstances.

THD failed to show any such change; extended disclosure and exchange of witness statements did not constitute a change justifying the serial raising of points.

CONCLUSION

The application was dismissed both on the merits (given the s 423 claim was arguable) and as an abuse of process. Costs were awarded against THD.

Wonop ApS v (1) Simon Jagger (2) Ben David Woodthorpe (as joint administrators of FAI Realisations 2024 Ltd) (3) FAI Realisations Ltd [2026] EWHC 362 (Ch)

FACTS OF THE CASE

In May 2022, the applicant issued a claim against FAI Realisations 2024 Limited (the Company) and in November 2023 became a creditor of the company for the sum of £333,439.68.

The Company entered administration on 23 January 2024. The administration was extended by consent with an end to the administration due on 22 January 2026.

On 16 January 2026 the applicant applied to remove the first and second respondents as joint administrators and to replace them with new administrators.

On 20 January, the first and second respondents filed a notice at Companies House to move from administration to dissolution, pursuant to para 84 of Sch B1 to the IA 1986, informing the applicant of the notice.

The application was first heard in the interim list on 21 January, when the judge removed the first and second respondents as administrators, postponed discharge, appointed new administrators
and extended the administration until 19 March 2026.

The first and second respondents’ notice to move to dissolution was registered by Companies House on 26 January. The issue was whether the administration had ended on 26 January pursuant to para 84(4), notwithstanding the orders made on 21 January.

JUDGMENT

The applicant argued that as a matter of statutory interpretation, Parliament did not intend para 84(4) of Sch B1 to bring an administration to an end where replacement administrators had
been appointed and the period of administration extended after the filing of the notice, which result would also be inconsistent with para 95 of Sch B1.

The judge held that “paragraph 84(4) Sch. B1 is intended to operate as a self‑executing termination of the office of administrator upon registration of a filed notice” and that there was no inconsistency with para 95, which “is concerned only with the identity of the office‑holder and presupposes the continued existence of the office itself ” [38].

The judge noted there was close temporal proximity between appointing the new administrators, ordering an extension of the term, and registration of the notice. However, para 84 made no distinction between cases in which new administrators had recently been appointed and/or the term extended, and cases where no such steps had been taken. Given the purpose of the changes effected by the Enterprise Act 2002, the appointment of the joint administrators ended upon registration of the notice.

The judge drew comparisons with different forms of exit from administration, in which a notice of the conversion takes effect upon registration, finding the law would be unnecessarily complicated if different conclusions were reached depending on the exit route chosen. No cogent reason had been advanced to reach a different conclusion where the exit from administration was into dissolution under para 84 as opposed to liquidation under para 83. The statutory purpose of the legislation is to “provide a swift, inexpensive and final exit where no distribution is possible” and
should not be undermined.

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