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You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> BMF Assets No 1 Ld & Ors v Sanne Group Plc & Ors [2022] EWHC 140 (Ch) (26 January 2022) URL: https://www.bailii.org/ew/cases/EWHC/Ch/2022/140.html Cite as: [2022] EWHC 140 (Ch) |
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CHANCERY DIVISION
FINANCIAL LIST
Fetter Lane, London, EC4A 1NL |
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B e f o r e :
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(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 |
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- and – |
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(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 |
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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
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Crown Copyright ©
Covid-19 Protocol: This judgment was handed down by the Judge remotely by circulation to the parties' representatives by email and release to BAILII. The date and time for hand-down is deemed to be 10.30 am on 26 January 2022.
Mr Justice Miles :
Introduction
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?
BMF securitisations and granted a wide-ranging injunction in February 2021 intended to prevent further interference.
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.
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.
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.
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.
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.
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
BMF Assets.
The relevant sets of proceedings
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.)
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").
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")
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.
BMF Claimants in the various earlier proceedings) ("the lawyer defendants") were separately represented before me by CMS Cameron McKenna Nabarro Olswang LLP and Mr Sharpe of counsel. The position of the lawyer defendants is aligned with that of the parties represented by Ms Cooke.
The applications
BMF Claimants (through the Sanne Directors) for orders pursuant to CPR r.19.2(3) in relation to the Kipling Injunctions Claim, the S&S Claim, the HML Claim and the Tilman Claim.
BMF Claimants were added as claimants without their authority or knowledge and it is therefore "not desirable" for them to continue to be parties to the Claims.
i) The S&S Claim and HML Claim were commenced without the BMF Claimants' authority and the other claimant, Kipling, has no standing to bring the claim.
ii) The Tilman Claim was commenced without the BMF Claimants' authority and the other claimants, BMF Assets, Kipling and Tilman, have no standing to bring the claim.
iii) The claimant in the CIL Claim, Mr Jason Fung, has no standing to bring the claim.
iv) All of the proceedings are totally without merit, vexatious and disclose no reasonable grounds for being brought.
BMF Claimants also say that, if they are removed as parties, the remaining part of the claim is plainly abusive and should not be permitted to continue and that the Court should strike out the remainder of the Kipling Injunctions Claim of its own initiative.
The parties in more detail
BMF4, BMF5, BMF6, BMF7) and BMF3 issued various classes of notes, as part of the securitisations of commercial mortgages (the "Loan Portfolio") relating to UK properties.
BMF Securitisations is that the Noteholders, as a class, are represented by and act through a note trustee, which was (in the case of BMF3) and remains (in the case of the Issuers) BNY Mellon Corporate Trustee Services Limited ("BNY" or the "Note Trustee").
BMF3 and the Issuers dated 19 July 2005, 12 April 2006, 18 October 2006, 18 May 2007 and 23 November 2007.
BMF3 sold its portfolio of assets on 15 February 2018. BMF3 therefore retains only residual, unsecured debts, its Notes having been redeemed.
BMFH is the majority shareholder of each of BMF3 and the Issuers, holding 49,999 shares in each of those entities (which amounts to 99.99% of the total share capital of each entity).
BMF Assets, the First Claimant in the Tilman Claim and the 2nd S&S Claim, was incorporated in England and Wales on 26 May 2021. Mr Gary Fung was registered as its sole director and PSC. Andreou Artemiou and Mr Philip Pitcher are now listed as directors.
BMF Claimants (acting under the authority of the Sanne Directors), and Ms Hunter-Yeats, Mr Siddiqui and Ms Kirsten Kitt are partners of S&S. Mr Riddiford is a barrister who has been instructed by S&S in the various proceedings.
BMF Securitisations. HML is part of the Computershare Limited ("CLS") group of companies, being the wholly owned subsidiary of CIL, which is in turn a wholly owned subsidiary of CLS. Andrew Jones is CEO of Loan Services at CLS and is a director of HML. Nazir Sarkar is a director of CIL. HML is party to contracts with the relevant Issuers.
BMF Claimants. Sanne Group Secretaries is the secretary to each of the BMF Claimants. Sanne Trustee is the trustee of the shares in BMFH (the "BMFH Share Trustee"). The Fifth and Sixth Defendants to the Tilman Claim, Martin Schnaier and Jason Bingham, are respectively the Chief Executive Officer and Chief Strategic Officer of Sanne. The Seventh to Ninth Defendants to the Tilman Claim are Ms Bidel, Mr Surnam and Mr Speight.
BMF Claimants. As already noted, this is one of the principal issues raised by the applications. Mr Surman was until 20 August 2021 a director of the BMF Claimants.
Narrative of events and steps taken in respect of the BMF securitisations
BMF securitisation structures or the underlying assets. There have been 26 sets of proceedings. The courts have held that these steps were unlawful and have granted appropriate declaratory and injunctive relief. They have also awarded costs, generally on the indemnity basis against the interfering parties, but hardly anything has been recovered. The evidence shows that the BMF Claimants are some £3m out of pocket for such costs.
BMF4, BMF5, BMF6 and BMF7 and (ii) injunctive relief against Mr Hussain and various individuals and entities associated with him, restraining them from taking various steps against the Issuers and connected parties ("the February 2021 Injunction").
"The Defendants have targeted these securitisation structures relentlessly. One or other of them have pretended to occupy the roles of directors of the Issuers, trustees for the noteholders, receivers of the underlying assets, Servicers, advisers to the Issuers, and other positions. They purported (in their assumed role of directors) to forfeit the shares held by
BMF Claimants and various individuals and entities associated with them. These steps have not been taken in the name of Mr Hussain, but by or in the names of others.
i) Lark (the Marshall Islands company) was an Instrumentholder (as defined) in each of the Issuers and, in that capacity, had made a "written resolution" (the "Written Instrumentholder Resolution") stated to have the effect of: (i) removing Sanne Group Nominees 1 (UK) Limited and Sanne Trustee as trustees of the shares in BMFH; and (ii) transferring the entire share capital of BMFH to Lark.
ii) Lark had passed various "written ordinary resolutions" of BMFH (in its claimed capacity as BMFH's sole shareholder) to remove Ms Bidel, Mr Speight and Mr Surnam as directors of BMFH (the "BMFH Ordinary Resolutions").
iii) Lark and BMFH had passed various "written ordinary resolutions" of each of the Issuers (the "Issuer Ordinary Resolutions") to remove Ms Bidel, Mr Speight and Mr Surnam as directors of the Issuers.
iv) Notice was purportedly given to Sanne Group Secretaries of its removal and termination as secretary of the Issuers and BMFH.
v) Ms Bidel, Mr Speight and Mr Surnam were told that they must not hold themselves out as a representative, director, secretary or officer of any of the Issuers going forwards.
i) No evidence has ever been tendered that Lark was an Instrumentholder.
ii) In any event, even if Lark was a Noteholder there is still no basis on which it could be properly maintained that any of the steps set out above were valid or effective:
a) Para. 23 of Schedule 5 to the Trust Deed requires an Instrumentholder to hold 75% or more of the Principal Amount Outstanding of the Notes in order to pass a written resolution. Lark did not claim to pass that threshold. Lark claimed only to be the holder of 75% of the most senior class of notes or the holder of 50% of the Principal Amount Outstanding of the Notes as a whole.
b) Even if Lark held 75% or more of the Principal Amount Outstanding of the Notes, the Written Instrument Resolution would still not be effective, as Instrumentholders do not have the power to pass a written resolution to remove the
c) Nor would Lark have the power to transfer the entire issued share capital of
d) There is no evidence that there was ever a transfer of the shares in
iii) It is unclear on what basis any authority was asserted in respect of BMF3, as no purported ordinary resolution of BMF3 (analogous to the Issuer Ordinary Resolutions) has been provided (though the other legal obstacles would arise in any event.
BMFH or the identity of the directors of BMFH or of the Issuers or BMF3.
BMF Claimants and Kipling. The attempts to change the registers of BMF4, BMF5, BMF6 and BM7 were not accepted by Companies House, since those entities were named in the February 2021 Injunction. Companies House, however, processed the filings for BMF3, BMFH and Kipling (which were not named in the February 2021 Injunction).
BMFH and BMF3 (acting by the Sanne Directors) then issued an application for relief under sections 790V and 1096 of the Companies Act 2006 rectifying the register (the "Rectification Claim"). ICC Judge Jones granted the relief sought by BMF3 and BMFH and on 2 July 2021 made declarations that Ms Bidel, Mr Speight and Mr Surnam were the true directors of those entities. He found that the person who had made the unauthorised filings which formed the subject matter of the Rectification Claim had no right to do so, that it was right to describe the filing as unauthorised and the material showed that these actions were erroneous and misleading and that "there is an argument that it is fraudulent" though there was no need to go that far. On 9 August 2021 Chief ICC Judge Briggs dismissed Kipling's application to set aside that decision. There has been no appeal against the decision or the declarations.
BMFH and BMF3. The same logic applies to the alleged changes regarding the Issuers: the various changes said to have been made to the directors of the Issuers assume that the directors of BMFH had been changed; and since, as ICC Judge Jones has declared, there was no change in the directors of BMFH none of the further steps taken in respect of the Issuers had any legal effect.
BMF Assets has advanced a different version of events which he claims have led to changes in the control of BMFH and the Issuers. This has emerged in the following way.
BMFH Ordinary Resolutions. Rather, the PoC alleged a different set of steps ("the second narrative"). It alleged that on 30 March 2021:
i) Four new (but at that stage unnamed) directors, defined as the De Facto Directors, "assumed the status, functions and role of directors" of the BMF Claimants ([23] of the PoC);
ii) The process by which the De Facto Directors are said to have taken the roles of directors of the BMF Claimants was not explained, though it was averred that they did so "at the behest of certain investors in the Notes, or otherwise" ([23]);
iii) The De Facto Directors then "validly revoked…, with immediate effect, all delegated executive powers, authorities, and discretions, away from the Sanne Directors, as well as irrevocably terminating all agreements, retainers and engagements with the Sanne Parties, Simmons Parties and Riddiford (to the extent that there were ever any proper, valid and subsisting agreements, engagements or retainers)" ([25]).
BMF Claimants; the legal mechanism by which they were appointed differed; and other steps are said to have been taken to remove the Sanne Directors and denude them of authority.
BMF Assets in the Tilman Claim for an interim injunction (the "Interim Injunction Application") seeking an order that:
"The respondents (including in the case of those respondents which are corporate persons rather than natural persons, whether acting by their directors, servants, employees or agents) shall not (whether acting alone or in combination with any other individual or entity) take or purport to take or to have taken (or cause, procure or permit) any other person to hold them out as if they are taking or have taken (or cause or procure anyone else to take) any step or action whatsoever to obstruct, prevent, impede or otherwise frustrate the discharge of any of the securities issued by the fourth to seventh claimants through the release, utilisation or application of the funds held by the applicant on behalf of the fourth to seventh claimants or otherwise until trial or further order of this court."
BMF6 (BMF6 v Greencoat Investments Limited & Ors [2019] EWHC 2128 (Ch)) Zacaroli J held that:
i) the term "Instrumentholder" (which includes Noteholders) is to be construed by reference to the definition in the Master Definitions Schedule, which states that it "shall be deemed to include references to the holders of the beneficial interests in such Instruments as relevant" (at [33]);
ii) since the Notes are held by BNY in global form, the legally relevant question is whether the person claiming to be a Noteholder is a holder of the beneficial interest in the Notes (at [34]);
iii) for that purpose, Instrumentholders are "only those persons in whose name the Notes are held in the records of the clearing systems (i.e. the account holders at Clearstream and Euroclear)" (at [35]); and
iv) accordingly, the persons claiming at the time to be Noteholders would be restrained from holding themselves out such unless they could demonstrate their holding to the satisfaction of BNY as Note Trustee.
BMFH or the Issuers or BMF3.
BMF4 plc [2020] EWHC 1910 at [49].
BMF Claimants is based on "Notices of Consent and Willingness to Act" under which the De Facto Directors said that they were willing to assume the position of directors.
"48. … there is no serious issue that the four persons or entities who describe themselves as de facto directors in fact became directors of the Issuers or Holdings.
49. The concept of a de facto director is one that is used in law for a person who actually acts as a director and participates at the relevant level in the governing structure of a company. It is a label used when seeking to establish the liability against such a person, notwithstanding that that person has not, strictly speaking and formally, been appointed as a director. Although some of the case law talks of persons assuming the position of a director, that is only part of a multifactorial test which requires the court to look at what has actually happened, whether that person has been allowed access to information, whether he or she has been allowed to take part in meetings or decision making in relation to the company, how that person has been presented by the company, and so forth. The aim is to determine whether in substance and reality the person is to be regarded as a director.
50. What is entirely clear is that people cannot make themselves directors of a company simply by saying that they are prepared to assume that position. It is legally nonsensical to think that a stranger to a company could – by a unilateral act of saying they are prepared to assume the position - become a director of a company. It would mean that anyone could become a director of any company simply by saying so, regardless of the constitutional, regulatory and corporate governance requirements. That is legally absurd. What it seems to me has happened here is that the four de facto directors, as they call themselves, are corporate cuckoos, trying to push themselves into the Issuers and Holdings and forcing out the true directors. There is no basis in law for that."
BMF Claimants.
BMF Claimants. I also concluded that any Trade Sale to Tilman would have been made without any authority on the part of the Issuers and BMF3. I concluded specifically that:
i) There was no serious issue that there was an agreement with Tilman in circumstances where: there was no admissible evidence before the court about the sale (Mr Artemiou not claiming to be a director of Tilman and the witness statement in that name not providing the required sources of information and no copy of any sale agreement to Tilman having been produced) (at [36]).
ii) There was no evidence of the receipt of the sale proceeds, said to amount to £550m (at [37]).
iii) The assets alleged to have been sold to Tilman are in any event subject to a deed of charge in favour of the Note Trustee, making it difficult if not impossible for any sale to have taken place (at [38]).
iv) There was no evidence of any negotiations or due diligence concerning the alleged sale (at [40]).
v) Such evidence as there is about Tilman shows that its registration has been "annulled" under the laws of the Marshall Islands. There is no evidence about the source of the funds it is said to have already paid to the Issuers, though these amount (on the second narrative) to over half a billion pounds (at [39]).
BMF Assets, the applicant, had no standing to seek an injunction. It was not a Noteholder and (in any case) Noteholders are required to act collectively and have no right to bring individual proceedings ([43]).
BMFH, which was not seriously arguable ([44]). I have reconsidered the witness statements of Mr Artemiou and have reached the same conclusions about this issue for the purposes of the present application. I also note that HHJ Matthews reached a similar conclusion in Mansard Mortgages at [69] to [73]. I agree entirely with his reasoning.
BMF Claimants; the Sanne Directors remain the only true directors of those companies; any Trade Sale to Tilman would have been made without authority; in any event there is no real prospect of the respondents establishing in the proceedings that there was a valid Trade Sale to Tilman; BMF Assets has no realistic case that it has standing or legal basis for seeking injunctive or other relief against any of the defendants.
BMF Claimants.
Further details of the underlying proceedings
BMF Claimants and Kipling, seeks to vary, set aside or rescind the following orders:
i) My orders dated 3 February 2021 and 12 February 2021 in: Claim No. FL-2020-0000023 brought by the Issuers and seeking various declarations and final injunctive relief against nine of the defendants, including Mr Hussain (the "Injunctions Claim"); and Claim No. CR-2020-003605 brought by BMFH and the Issuers in which BMFH and the Issuers sought various orders pursuant to section 790V and 1096 of the Companies Act 2006 requiring the Registrar of Companies to rectify the registers of the Issuers (the "BMFH Claim").
ii) The order of Zacaroli J dated 31 July 2019 in Claim No. FL-2019-0000005 issued by BMF6 against parties including Greencoat Investments Limited ("GIL") (the "GIL Claim").
iii) The order of Nugee J dated 22 October 2019 in proceedings with Claim No. FL-2019-000013 issued by BMF6 against Roundstone seeking various declarations and final injunctive relief against Roundstone Technologies Limited (the "Roundstone Claim").
BMFH Claim, GIL Claim and Roundstone Claim and were all named defendants on one or more of the various orders for injunctive relief dated 12 February 2021, 31 July 2019 and 22 October 2019 (with each of them being among the parties injuncted under one or more of those orders).
BMF Claimants and Kipling, seeks the following relief:
i) A declaration that the defendants (i.e. S&S, Ms Hunter-Yeats and Mr Siddiqui) do not act on behalf of the claimants, their subsidiaries, affiliates, or any of their assets.
ii) An injunction that the defendants shall not (among other things) take any step whatsoever in relation to the affairs of the claimants (or their assets), including without limitation making any announcements, statements or representations concerning the affairs of the claimants, or issue or otherwise commence any claim, application or other court proceedings concerning the claimants.
BMFH and then changed the directors of that company and the Issuers and BMF3). The S&S PoC then bases the relief sought on the following correspondence:
i) On 6 April 2021, a letter was sent to S&S on the headed notepaper of Mr Artemiou (in his purported capacity as director of BMF3, the Issuers and BMFH) stating that those parties had terminated all engagements and relationships with S&S and that S&S was no longer authorised to act;
ii) On 10 May 2021, S&S wrote to Mr Artemiou, Kipling, Lark and Centrum on behalf of the BMF Claimants and the Sanne Directors (amongst others) to confirm that they continue to act for the BMF Claimants and the Sanne Directors and informing the recipients that each and every step taken by them adverse to the BMF Claimants (and individuals and entities associated with them) since 30 March 2021 has been unauthorised, illegal and invalid;
iii) A further letter was sent to S&S on the headed notepaper of Mr Artemiou, in his purported capacity as director of the "BMFH companies" dated 14 May 2021 in which it was stated that S&S's "refusal to accept [its] lack of standing has now forced the BMF Companies to incur further expenses and use of the Courts time in seeking declaratory and injunctive relief…"
BMF Claimants and Kipling, and seeks damages:
i) Against HML for breach, non-performance and/or default of its contractual obligations and duties pursuant to the Mortgage Administration Agreement and related transaction documents, each entered into between HML and the Issuers and BMF3 in July 2005 and November 2007; and/or
ii) As against Mr Jones for the tort of inducing or procuring a breach of contract by one or more of all the Issuers and BMF3.
BMF Claimants, BMF Assets, Kipling and Tilman. The defendants are the various Sanne parties (including the Sanne Directors), S&S, Ms Hunter-Yeats and Riddiford. The claimants principally seek:
i) Damages for "i) causing loss by unlawful means and, or in the alternative, ii) unlawful means conspiracy";
ii) Declarations that (i) none of the Defendants is an advisor, solicitor, agent, counsel, secretary, director or officer of any of the Claimants; (ii) none of the defendants is authorised to deal with the rights, interests, benefits, assets and holdings of the Claimants; and (iii) every step taken by the Defendants in their purported capacities on or after 30 March 2021 was without authority and is void and of no effect; and
iii) Orders and injunctions against the Defendants preventing them from (i) taking any steps in relation to the affairs of the Claimants or (ii) holding themselves out as director, solicitor, counsel, advisor or agent of the Claimants or holding themselves out as having any authority to deal with the assets of the Claimants.
BMF Claimants on 30 March 2021 and then sold the underlying assets to Tilman under the alleged Trade Sale).
BMF Claimants on the authority of the Sanne Directors.
BMF Assets and Tilman against S&S, Ms Hunter-Yeats, Ms Kitt and Mr Riddiford. It claims "relief arising out of certain directions or instructions given to" Barclays Bank held in the name of the Issuers and BMF3 which were delivered as a consequence of fraudulent misrepresentation or without authority or in breach of fiduciary duty. There have been no particulars of claim.
The applications under CPR 19
BMF Claimants were added as claimant parties to each of the Kipling Injunction Claim, the S&S Claim, the HML Claim and the Tilman Claim without their authority (or indeed knowledge), and it is therefore not desirable for them to continue to be parties to these claims.
BMF Claimants and Kipling, for the Kipling Injunctions Claim, the S&S Claim and the HML Claim; and Mr Philip Pitcher, purportedly on behalf of the BMF Claimants, BMF Assets, Kipling and Tilman for the Tilman Claim.
BMF Claimants are the Sanne Directors. None of the events comprising the first narrative and the second narrative changed the directors of those companies or affected the authority of the Sanne Directors to act for the BMF Claimants. I am satisfied that Mr Taylor and Mr Pitcher are strangers to the BMF Claimants and lack and have at all material times lacked any authority to act for them.
BMF Claimants were added as claimants to each of the Kipling Injunction Claim, the S&S Claim, the HML Claim and the Tilman Claim without their authority (or indeed knowledge).
BMF Claimants.
BMF Claimants should be removed as claimants from these four sets of proceedings.
BMF Claimants are the beneficiaries of the various earlier orders made by the court which these proceedings now seek to set aside. Ms Bidel explained in her first witness statement served on 15 July 2021 that the court would be invited to strike out the remaining proceedings of its own initiative. There has been no response to that suggestion in the three witness statements of Mr Artemiou. Kipling has not appeared at this hearing.
BMF Claimants in three sets of earlier proceedings. I have decided that those earlier proceedings were brought under the authority of the true directors of the relevant BMF Claimants. The BMF Claimants naturally wish to be able to rely on the relief they obtained in those three cases, which includes injunctive and declaratory relief. Kipling was not a party to any of three earlier cases. It was only incorporated in March 2021, which was after the relevant orders had been made. There is no legally intelligible basis on which Kipling could apply to set aside orders in earlier cases which were properly constituted and to which it was not even a party. It is a stranger to the earlier proceedings and I consider that any claim by Kipling to seek to set aside the earlier orders is legally unsustainable and would be frivolous and vexatious and should be dismissed. I also consider that the claim of Kipling in these proceedings is totally without merit. I shall therefore strike out the remaining claims in this action by Kipling.
Applications to strike out or for summary judgment
BMF Claimants must be removed from the various proceedings where they have been named, for the reasons already given. The applicants say that the other claimants have no standing to bring the claims and/or that the claims are not realistic ones and/or are frivolous and vexatious.
BMF Securitisations. The BMF Claimants must be removed. But Kipling, Tilman and BMF Assets have no standing to bring the Claim.
i) Kipling, Tilman and BMF Assets have no affiliation or connection with or role in relation to the BMF Claimants and are all strangers to the BMF Securitisations.
ii) None of the Sanne Defendants owe any duties to Kipling, Tilman or BMF Assets having no legal relationship or connection with them.
iii) There is no realistic case that loss has been suffered by BMF Assets, Kipling nor Tilman by unlawful means conspiracy or otherwise. In essence the case advanced appears to be that the Sanne Defendants should have accepted the claims of the various disparate parties who have sought to intervene in the affairs of BMF companies and should also have accepted the validity of the alleged Trade Sale of the underlying assets to Tilman. For the reasons already given, this case is not a realistic one. The Sanne Defendants have done no more than to continue to contend that the Sanne Directors have at the material times been the only true directors of the various BMF companies and that the various acts taken by the respondents and others were unauthorised and of no legal effect. I consider it to be clear that the Sanne parties (including the Sanne Directors) have been entirely justified in taking that position and that it is not realistically arguable that by doing so they have acted tortiously.
iv) The claims against the S&S parties and Mr Riddiford are hopeless. They owe no duties to Tilman, Kipling or BMF Assets and have done no more than act on the instructions of the Sanne Directors in conducting the litigation. There is no realistic claim that in doing so they have acted tortiously.
v) Moreover the declarations and injunctions sought by the Tilman Claim are without any merit. They allege that the Sanne Defendants and the lawyer defendants do not have authority to act on behalf of the BMF Claimants, when they do have such authority (for all the reasons explained above). The injunctions sought are also without any basis.
BMF Claimants are removed, the only remaining claimant is Kipling.
BMF securitisations and has no standing to bring the claim.
i) The claims are based ultimately on the allegation that HML has breached its contractual obligations. HML is the Standby Cash/Bond Administrator and Mortgage Administrator in each of the BMF securitisations. It holds these positions under contracts with the Issuers and BMF3.
ii) The claim that HML has breached its contracts with the Issuers depends on the unsustainable contention that the control and direction of the Issuers has passed from the Sanne Directors to others (either under the first narrative or the second narrative). The case appears to be that HML should have acted on the instructions of Kipling and/or Mr Artemiou or others associated with them purportedly issued on behalf of the Issuers and BMF3. I have explained that the Sanne Directors have retained the authority to act for the Issuers and that the various interloping parties (including Kipling and Mr Artemiou) never had any such authority.
BMF securitisations. Moreover no intelligible claim is set out in the Claim Form and there are no particulars of claim.
i) As explained in para 48 of Jones 1, Mr Fung has failed to provide any documentary evidence for his alleged interests as stated in the Claim Form in the CIL Claim (as requested in S&S's letter dated 15 June 2021, to which he has not responded). No case carrying any conviction has been advanced that Mr Fung has any relevant interest.
ii) But even if he could show that he had some interest as a Noteholder, no intelligible basis has been advanced for alleging that any duties were owed to Mr Fung by CIL, Mr Sarkar or Mr Jones. Under securitisation structures of the present kind there is a careful allocation of responsibilities and rights. There are collective action clauses which prevent claims by individual noteholders and nothing in the Claim Form explains how Mr Fung could, as an individual noteholder, bring these claims.
iii) No intelligible case has been advanced for the claim of £377,250,000 or how this has been caused to Mr Fung.
BMF Assets and Tilman against S&S, Ms Hunter-Yeats, Ms Kitt and Mr Riddiford. There are no particulars of claim so one has to do the best one can with the Claim Form. Mr Sharpe submitted that it should be dismissed. He said that there was simply no intelligible claim against the lawyer defendants.
i) The claim refers to "certain directions" to Barclays in respect of the Issuers and BMF3's bank accounts which are said to have been issued as a consequence of fraudulent misrepresentations or without authority or in breach of fiduciary duty.
ii) This is not intelligible. It is not said what directions were given or why they were dishonest or without authority etc. This is not an acceptable way of advancing a case of serious wrongdoing. As I say, there are no particulars of claim to elucidate and nothing in the evidence served by Mr Artemiou assists.
iii) At any rate the underlying idea is that the lawyers gave instructions on behalf of the Issuers and BMF3 without authority and in breach of duty. I have already explained that it is clear beyond argument the Sanne Directors have at all material times been entitled to act for the Issuers and BMF3, and that the lawyer defendants have acted on their instructions. Ms Bidel has confirmed in evidence that the lawyers have acted on instructions throughout. There is no realistic basis for BMF Assets or Tilman to claim that the lawyers have acted without authority or contrary to their duties. It is also clear that the lawyers owed no duties to BMF Assets or Tilman to act on their instructions.
Declaratory relief
BMF Claimants also sought declarations that:
i) The directors of BMF3, BMF4, BMF5, BMF6, BMF7 and BMFH are and remain Ms Bidel and Mr Speight;
ii) The Kipling Injunctions Claim, the S&S Claim, the HML Claim and the Tilman Claim have been issued in the names of BMF3, BMF4, BMF5, BMF6, BMF7 and BMFH without the authority or consent of those companies and without the knowledge, authority or consent of Mr Surnam, Ms Bidel and Mr Speight;
iii) The purported sales of assets belonging to BMF3, BMF4, BMF5, BMF6 and BMF7 to Tilman, by way of purported sale and purchase agreements dated 5 April 2021, were unauthorised by BMF3, BMF4, BMF5, BMF6 and BMF7 and are a nullity, void ab initio and of no effect.
BMF Claimants and that the directors did not authorise the purported Trade Sales to Tilman. I also consider it is appropriate to declare that the various proceedings have been brought without authority in the names of the BMF Claimants.
BMF securitisations since 2019 have been the subject of regulatory news releases and specialist media reporting. It appears to me to be crucial that the true directors should be able to explain to the market clearly and unequivocally that the court has determined that the various proceedings brought in the names of the BMF Claimants and the alleged Trade Sales to Tilman were never properly authorised.
The recusal application
BMF securitisations.
BMF Assets issued an application notice asking that I recuse myself from the Tilman Claim and "all connected proceedings" or alternatively in the event that I refuse to recuse myself to stay all the proceedings pending an appeal to the Court of Appeal.
BMF Assets dated 17 January 2022 and signed by Andreou Artemiou.
BMF Assets sent a letter to the court in which it said it would not appear and that it had already asked for the application to be dealt with on paper. It is of course a matter for the court and not the applicant to decide how to deal with an application justly. I took the view that the substantive applicants had a substantial interest in the recusal application and should be allowed to be heard. I also considered that the application was concerned with the administration of justice since it concerned allegations of apparent bias. Ms Cooke opposed the application and submitted that it was misconceived. Counsel for the S&S Defendants did not make any submissions as the S&S Defendants did not have a position. BMF Assets made no appearance.
BMF Assets ("Submissions") and the fourth witness statement of Artemiou ("Artemiou 4") and shall address them as appropriate below.
BMF securitisations have been addressed in a large number of judgments of my own and other judges. As explained in the substantive part of this judgment there have been 26 separate cases about the BMF securitisations. Since 2019 there have been numerous steps taken by third parties, all of whom have been found to be strangers to the structures, to interfere with their business and affairs.
BMF securitisations by early 2021 and summarised the history thus far in a passage of my February 2021 judgment titled Business Mortgage Finance 4 Plc & Ors v Rizwan Hussain & Ors [2021] EWHC 171 (Ch) at [252]:
"The Defendants have targeted these securitisation structures relentlessly. One or other of them have pretended to occupy the roles of directors of the Issuers, trustees for the noteholders, receivers of the underlying assets, Servicers, advisers to the Issuers, and other positions. They purported (in their assumed role of directors) to forfeit the shares held by
BMF securitisations. I have again concluded that none of the steps taken has any legal validity. The main argument relied on by Mr Artemiou and his related parties is that the De Facto Directors became directors by serving notices saying that they were willing to act as and assume the responsibility of directors. That is, as I have explained, legally absurd.
BMF companies does not mean that I reached that conclusion as a result of a biased or prejudiced attitude. Nonetheless any judge is bound to notice that the later events cannot be taken in isolation from the history since 2019.
BMF Assets made for an interim injunction.
BMF Assets. But the application seeks wide ranging relief, concerning all connected proceedings. There is no application by any of the other parties to the proceedings I have addressed in the substantive judgment above. The Submissions state at [2] that it is supported by the BMF Claimants. However for the detailed reasons given in the substantive judgment above the true directors of those companies are and have at the material times been the Sanne Directors. They oppose the recusal application. It follows that the application should be treated as being made by BMF Assets alone. Nobody from BMF Assets or any of the other entities appeared to support it. Nor did Mr Hussain.
BMF3. The Sanne Directors do not claim to have been directors of the BMF companies from the outset. They say were appointed later. I declared in my orders of February 2021 that the Sanne Directors were the true directors of the Issuers at that date. That order has not been appealed. That decision was consistent with and applied the reasoning in an earlier judgment of Mr Justice Birss of July 2020 (Oyekoya [2020] EWHC 1910 (Ch) at [44] to [51]).
BMF Claimants and that I have already rejected the evidence of the various people or entities said to have assumed those roles in such outspoken terms as to throw doubt on my ability to approach the evidence of those people or entities with an open mind. Limb 2 is that I have "either expressly or impliedly" expressed views in such extreme and unbalanced terms about the six critical questions as to throw doubt on my ability to try the issues with an objective judicial mind. Limb 3 brings together a large number of complaints and is not very easy to follow. Doing the best I can it sets out other reasons or factors why there are said to be real grounds of doubting my ability to ignore "extraneous considerations related to" actual or alleged events before February 2021 and/or the alleged or actual involvement of Mr Hussain and/or my findings at the first hearing in February 2021; that I have prejudices that the people or entities said by Mr Artemiou to be officers of the BMF companies are connected with the earlier events or are involved with or guided by controlled by Mr Hussain; and/or that I have predilections towards the opposing parties (i.e. the Sanne Directors and S&S) in connection with the earlier proceedings and the almost unanimous findings in their favour; and/or that I have favoured the attempts of the BMF parties (under the direction of the Sanne Directors) to elevate the importance of the expedited committal hearing rather than addressing properly the six critical questions in relation to the due authority of the issuers; and/or that I have failed to bring an objective judgment to bear on the issues.
BMF companies for years and were recorded as the only directors at Companies House. There was no realistic basis on which it could be argued that they had not been properly appointed. The real complaint appears to me to be that I decided against Mr Hussain on the merits.
BMF companies and the securitisations in events which had happened. That was the same approach as Birss J took in July 2020 before reaching the robust conclusion that the Sanne Directors were the true directors of the companies and that the contrary argument was totally without merit.
BMF companies (acting by the Sanne Directors) had brought committal proceedings contending (in broad terms) that Mr Hussain had caused or procured steps to be taken in respect of the BMF securitisations from 30 March 2021 which amounted to a breach of the February 2021 Injunction. Kipling applied shortly before the CMC for the adjournment of the committal proceedings, on the basis of that the Sanne Directors were no longer entitled to conduct the affairs of the Issuers or to bring or authorise proceedings in their name. Kipling did not appear at the hearing but I considered the evidence filed by it in support of the application. I also considered the submissions of counsel for the applicants in the committal proceedings.
BMF Assets. The passages need to be read in context and I refer to the full decision reported at [2021] EWHC 3306 (Ch), specifically [28] to [41].
BMF Assets in support of the Interim Injunction Application, were seriously defective in that they failed to state the sources of the information which Mr Artemiou set out. This was not just a technical defect. The witness statements included assertions that Tilman, a Marshall Islands company, had bought the underlying assets of the BMF companies for £550 million and had paid the money to the order of BMF Assets. But there was no documentary evidence of any contract or any payments being made or received. Mr Artemiou did not claim to be an officer of Tilman and did not set out the basis of his statements about the alleged agreement.
BMF Assets for an interlocutory injunction. When I said in my judgment that I was unwilling to give the evidence any weight I was taking a routine approach to evidence provided by an applicant for an injunction which fails to comply with the requirements of CPR to state the sources of information or provide proper supporting documentary evidence.
BMF companies. So [8] is consistent with and reflects the rest of the judgment.
BMF securitisations. I do not accept the complaint. The cited comments were made at the September 2021 hearing in relation to documents submitted by Kipling. That company is not a party to the committal proceedings. It was and remains entirely unclear what role or standing Kipling Firs claims to have in relation to the committal proceedings, which are against Mr Hussain. It appeared to me at the time that its case was that the Sanne Directors no longer had authority to act for the BMF companies and could therefore not pursue the committal claim. Mr Artemiou had not previously appeared in the proceedings and indeed he did not attend court at the hearing in September. I was justified in expressing doubts about the quality and cogency of the material that had been put before the court.
BMF companies: was it the Sanne Directors or somebody else? The proceedings were not the vehicle for a free-wheeling or inquiry investigation into the performance of the Sanne Directors or any of the other parties such as the special servicer, Target. Nobody had raised those issues in the witness statements (which governed the scope of the proceedings). As with any proceedings, the court will only admit evidence which is admissible and relevant to the issues in dispute.
BMF Companies and that there was no serious issue to the contrary. The multifactorial test I referred to in my 19 November 2021 judgment concerned the contention that various parties by serving a notice of willingness to act had become de facto directors of the company. I applied the legal test and concluded that the argument advanced by the applicant was legally without merit. I have already addressed this point above all - it is the same contention that HHJ Matthews described as legally absurd in the Mansard case.
BMF Assets as changing the directorships of the BMF companies did not raise even a serious issue to be tried. I regarded the two sets of steps that BMF Assets relied upon (i.e. the first narrative and the second narrative) as an unmeritorious assault on the BMF securitisations. That description was justified. My decision was that third parties with no authority to act had purported to assume control of the BMF securitisations and dispose of their entire assets. Each of the various challenges to the BMF securitisations has led to the need for expensive court proceedings, which will (to the extent they cannot be recovered) ultimately be borne by the noteholders and are £3m or so to date. Moreover the court's resources have been heavily deployed in addressing and adjudicated the various (unmeritorious) challenges. I considered that, having concluded that the case advanced by BMF Assets lacked any legal basis at all, I was entitled to refer to an entirely unmeritorious series of assaults. I do not think that a fair-minded observer knowing the history would consider the language to be anything other than fair. Indeed the Submissions describe it as "muscular". There has been no predetermination of future matters in this or any connected proceedings. The language I have used has been about my conclusions in the existing proceedings. It is no different in tone or substance from language used by other judges.
BMF-related proceedings were docketed to me before the February 2021 trial. There are good reasons for such cases to be docketed to judges who can become familiar with them, and are able to deal with them far more efficiently and expeditiously. This is particularly so where there is a large number of proceedings and applications, as in this case. The authorities show that it cannot be a reason for refusal that a docketed judge has found against a party or parties on more than one occasion, or that the judge has done so in firm or robust terms. There has been no question of one of the parties being allowed to choose their judge as is alleged.
BMF3, BFMH Kipling, BMF Assets and Tilman) Mr Artemiou claimed to be able to represent. I therefore started the hearing by asking Mr Artemiou about this. He said at one point that he was a director of the Issuers and BMF3 and at another that he had a contractual right as an employee to represent them. He then clarified that he was a director of BMF Assets. I decided to allow him to make representations on behalf of BMF Assets in the exercise of my discretion.
BMFH). Artemiou 4 appears to contend that: (a) there was a valid statutory declaration signed by one of the (alleged) new directors (Mr Kalia), and (b) where there such a declaration, title to forfeited shares cannot affected by an irregularity or invalidity of the proceedings connected with the forfeiture or disposal.
BMF Assets had been no more than a shared accommodation address and that documents attempted to be served there had been returned. It was in the circumstances quite proper for the opposing parties to seek an address for service. The allegation that the defendants have used a derogatory and offensive epithet to describe Mr Artemiou is directed at the defendants rather than the court. I do not in any case consider it justified.
BMF parties represented by S&S on the footing that it might unduly fetter access to justice. They had sought an order requiring the court to sanction new applications or proceedings in advance and I declined to do that. The order I made was a modest one requiring that any applicant or claimant in the proceedings should provide evidence of their identity. It will be understood from the history that the identity of the various parties who have made claims or interventions in respect of the BMF securitisations is an important and continuing issue and the order I made is intended to protect the integrity of the court process. I do not consider it was based on "paranoid utterances or inexplicable quibbles from one or more of the defendants". I also note that there has been no appeal against it.
BMF Assets has not materially changed. It is then said that the skeleton argument does not address the critical questions. This again appears to me to miss the point that the court decides the important issues raised on an application. But in any case these are criticisms of the presentation of the case by the BMF companies and the Sanne parties and not complaints about the way I have conducted the case. They are not relevant to recusal.
BMF Assets. He invoked the privilege when I asked him questions concerning the merits of the case for an interim injunction and at other stages in the hearing. I did not draw any adverse inferences from that for the purpose of reaching my decision whether to grant an interim injunction. I refused the injunction because (among other things) there was no serious issue to be tried. That was in essence because the steps relied upon by Mr Artemiou, Lark and the De Facto Directors had been taken without any lawful authority and were indeed legally absurd.
BMF securitisations, including Mr Hussain and his associates and more latterly, Mr Artemiou, BMF Assets, Kipling, Tilman, the De Facto Directors and Lark. I have reached these decisions on the basis of the constitutional documents concerning the BMF companies and the securitisations, and have given full reasons for these decisions. None of these decisions has to my knowledge been appealed. This again appears to me to be a colourfully worded complaint about my decisions on the merits.
BMF companies (acting by the Sanne Directors) have taken or defended legal proceedings and have sought orders intending to establish and confirm that the Sanne Directors are in control of the companies. On each separate occasion I have considered the arguments and applied the constitutional documents of those companies and the securitisations and have concluded that the Sanne Directors are the true directors. The other issues that arise are largely derivative from this central conclusion. The applicant may disagree with that conclusion but it has been properly and fairly reached on a due assessment of the facts and law.
BMF parties (acting by the Sanne Directors) for retrospective permission to rely on various recordings which had been made without prior court permission by court transcribers to enable them to prepare transcripts of the hearings. The document described as the Information appears to have been compiled by Kipling. It accused Ms Hunter-Yeats and the other lawyers of serious criminal offences connected with the unauthorised recordings. There was evidence before the court. I decided at [20] that as far as S&S and their lay clients were concerned the unauthorised recording was entirely inadvertent: they did not know that the recording had taken place. At [26] I referred to the charge-sheet or Information. The evidence before the court showed that no criminal proceedings had in fact been instituted. Certainly there had been no process by which Magistrates had considered or assessed the merits of the allegations. I concluded that the suggestion that Ms Hunter-Yeats or other solicitors at S&S had been guilty of criminal offences concerning the unauthorised recordings was wholly unmeritorious and considered it right to record this. There has been no appeal from that decision and I consider it to be justified. In any case the comment I made there was confined to the particular application I was addressing, and it has had no bearing on any subsequent applications.
BMF parties to continue acting in that application. I was expressly invited to consider this point at the CMC and was invited to state whether I considered that the lawyers acting for the BMF parties should not be allowed to proceed. What I said in that regard is described in the Submissions as a "stunning comment". I do not think a fair minded, informed, person would agree. I had and have indeed seen nothing that would render it improper for the lawyers to continue acting.
BMF securitisation structures contain clauses stipulating that the noteholders may only act collectively. The documents set out the processes that have to be followed and these processes cannot be short-circuited. These requirements are commonplace in securitisation structures of this kind. It is for the noteholders to take those steps and provide the necessary information in accordance with those instructions. The passages set out in sub-para 27.n. do not to my mind satisfy these requirements. I also observe that this is not a complaint concerning my conduct of the case.
BMF companies to bring the proceedings depends on the identity of the true directors of those companies. I have decided and declared both in February 2021 and again by the substantive judgment above that the Sanne Directors are the true directors of the BMF companies. I have reached this decision by applying the constitutional documents for those companies to the events which have happened.
BMF companies would also have been prevented from pursuing the application to strike out addressed in my substantive judgment above. The injunction sought would therefore have the significant consequence of bringing to an end these various proceedings or applications, against the wishes of the Sanne Directors, who I had found to be the true directors.
BMF Assets that the purpose of the injunction was to enable the notes to be redeemed in full. Instead I rejected it. I concluded that, on the evidence, there was no serious issue that there had been any Trade Sales to Tilman or payment of £550m by Tilman to BMF Assets. I also concluded for a number of other reasons that there had been no proper process leading to a right to redeem the notes. I therefore rejected the contention of BMF Assets that the injunction should be granted to enable the Issuers to redeem the notes. There has been no appeal from my decision, which was based on a judicial assessment of the evidence and the legal arguments.
BMF companies. In the 19 November 2021 decision I decided that the various events that have taken place since the end of March 2021 have not operated to displace the status authority of the Sanne Directors as directors of the BMF companies. I further decided that those people who have contended since the end of March 2021 that they have or had authority to act for the BMF companies, whether by selling the underlying assets or bringing court proceedings, have acted unlawfully and without authority.
BMF companies. I have done so without any preconception or prejudice. On the other hand the court cannot properly blinker the full context and history when assessing and adjudicating on the various steps and events. There is no doubt that since 2019 there has been a series of attempts by third parties to assert that they have legitimate roles in the BMF securitisations which the courts have consistently rejected. Similar arguments have been made by different numerous individuals and entities to seek to justify their claims.
BMFH and BMF3. In doing so he considered what I have called the first narrative. His reasoning is at least persuasive and I was entitled to follow it unless I considered it to be wrong. His decision has not been appealed.
BMF securitisations to provide evidence of their identity at the same time). I have already explained that there have already been some 26 actions in respect of the securitisations. The identity of some of the claimants and applicants has been an issue in the proceedings. The court is entitled to seek so far as possible to protect its own process and avoid the excessive use of resources. One way of doing this is to ensure that new claimants and applicants provide proper evidence of their identity when they bring claims or make applications. As explained above, I did not accede to the more stringent application advanced by the BMF companies and Sanne parties that any new claimant or applicant would have to obtain the permission of the court before issuing the proceedings or application.
Outcome
BMF Claimants from the proceedings issued in their names are allowed. The various proceedings listed in the heading to this judgment are dismissed. I will also grant declarations.