VB Football Assets (VBFA) v Blackpool Football Club (Properties) Ltd & Ors

A court may revisit a staged enforcement order where circumstances materially change and the arrangement no longer adequately balances the judgment creditor’s right to payment against the debtor’s need for time to realise assets. A payment obligation arising from the judgment remains presently due; an order staying enforcement does not postpone the obligation itself. Relevant considerations include non-compliance with the timetable, increasing prejudice caused by delay, the removal of any realistic prospect of appeal, inadequate progress in asset realisation, uncertainty about proposed finance and lack of transparency. Where controlled enforcement has failed, the court may preserve protective measures while removing limits on the creditor’s enforcement discretion.

The ruling concerned a post-judgment application arising from a successful section 994 petition. The court had ordered the Respondents to buy the Petitioner’s shares in Blackpool Football Club Limited for approximately £31 million, with payment staged over several months and enforcement restricted subject to a freezing order.

The Respondents failed to make the first £10 million instalment and sought a short extension of time. The Petitioner opposed the extension and sought removal of the staged-payment and enforcement restrictions. Permission to appeal the underlying judgment had meanwhile been refused. The central issue was whether the existing balance between allowing time to realise assets and securing payment should be maintained or reassessed.

1. The Respondents’ extension application was refused. The order of 18 December 2017 was revisited because the circumstances had materially changed.
2. The sums ordered to be paid for the Petitioner’s interest were a present obligation arising at the date of the judgment. The staged-payment arrangements stayed enforcement of that obligation; they did not defer its creation or make it a future obligation.
3. The court was required to conduct a balancing exercise. The Respondents’ need for time to realise assets remained relevant, including the risk of a fire sale. However, the balance had shifted because the first instalment was unpaid, no asset sales had occurred, the proposed financing remained uncertain, asset ownership and encumbrances lacked transparency, and there was no clear marketing plan.
4. The dismissal of permission to appeal was a material change. The underlying judgment was no longer realistically susceptible to reversal by a higher court, increasing the weight of the Petitioner’s entitlement to payment. The court also considered the prejudice caused by the continuing delay.
5. The court concluded that its attempt to control the enforcement process through staged payments had failed. It therefore varied the order by retaining the freezing-order regime as it stood, including the existing freedom to use identified money in the accounts, but removed the limits and stages governing enforcement. The Petitioner was permitted to enforce the accrued obligations at its discretion, including against the Respondents’ assets.

1. High Court (Chancery Division): Following judgment on the section 994 petition on 6 November 2017, the court ordered a staged buyout payment. On 18 December 2017 it continued that regime subject to a freezing order. Permission to appeal the underlying judgment was subsequently dismissed by Lady Justice Asplin. In the present ruling, the court refused a further extension and varied the enforcement arrangements.