Glint Pay Ltd & Ors v Jason Daniel Baker & Anor

Permission to appeal from a strike-out and reverse-summary-judgment decision should be refused where none of the proposed grounds has a reasonable prospect of changing the outcome. The tests under CPR rule 3.4(2) and CPR rule 24.3 may involve different evidential approaches, but any distinction is immaterial where both applications were granted and the alleged error would not alter the order.

Private arrangements between original contracting parties cannot ordinarily limit an assignee’s reliance on the clear terms of a registered charge, particularly where assignability, registration and the assignee’s ignorance operate cumulatively. A chargee’s unilateral information request is not ordinarily subject to a Braganza-type implied term. It is also an abuse of process to challenge an appointment after supporting an earlier order that depended on the appointment’s validity.

The claimants challenged the validity of the defendants’ appointment as administrators, relying principally on the construction of a charge and on alleged limits on the chargee’s powers. The defendants sought strike-out and reverse summary judgment.

On 18 August 2025, the court struck out the claim form and particulars of claim and gave reverse summary judgment, finding that the construction challenge had no real prospect of success. The court also concluded that, even if the construction argument succeeded, the claimants were estopped from challenging the appointment after their earlier submissions to the court.

The claimants applied for permission to appeal on nine grounds, including evidential matters, contractual construction, proper purpose, an alleged Braganza duty, res judicata, abuse of process, and the significance of developing law.

1. Permission refused. The claimants had to show a reasonable prospect of succeeding on both the charge-construction issue and the estoppel issue. They could show neither.
2. The principles applicable to CPR rule 3.4(2) and CPR rule 24.3 were not materially different for the purposes relied upon. Any distinction concerning the use of evidence could not affect the result because the defendants had applied for both strike-out and reverse summary judgment. The evidence point therefore could not produce a successful appeal.
3. The charge contained clear wording concerning the information provisions. Private negotiations or agreements between the original parties could not, on the facts, justify construing those words inconsistently with commercial common sense or limit an assignee’s reliance on the registered document. The cumulative combination of assignability, registration and the assignee’s lack of knowledge made the proposed argument incapable of succeeding at trial.
4. The possible existence of further information held by the claimants could not defeat summary judgment where the claimants did not identify its nature. In any event, the admitted failure to respond to the information request constituted an event of default. The request was valid because the individual who sent it was the sole director of the chargee and confirmed that he acted in that capacity.
5. The court had not made a factual finding that the appointment was for a proper purpose. It had found that the claimants had no reasonable prospect of proving a purpose so improper that the court should refuse to recognise the appointment. Re Aartee Bright Bar supported the conclusion that appointing an independent office-holder to take control of charged assets was a proper purpose.
6. A Braganza-type implied term did not arise in relation to the unilateral exercise of the chargee’s power to require information or appoint an office-holder. Such a power was analogous to a unilateral termination right and did not involve the conflicting interests contemplated in Braganza.
7. The earlier judgment did not establish res judicata in relation to the administrators’ remuneration. Separately, the claimants’ attempt to deny the validity of an appointment after supporting an order that depended on its validity was an abuse of process. The possibility of further facts did not justify a trial where no relevant factual basis had been identified.
8. The caution against striking out claims in genuinely uncertain and developing areas of law did not permit a claim to proceed merely because it pleaded a possible Braganza-type duty or a relational contract. Permission to appeal was refused on every ground.

The judgment followed an earlier first-instance decision dated 18 August 2025, by which the claim form and particulars of claim were struck out and reverse summary judgment was entered. The present judgment refused permission to appeal from that decision.