Anthony Lyons v Bridging Finance Inc

For jurisdiction under Insolvency Act 1986, carrying on business is a fact-sensitive question of mixed fact and law. It ordinarily involves commercial activity undertaken with a view to profit, but actual profit and income generation are unnecessary. A significant isolated venture may constitute a business where its operations resemble a recognised commercial business. The debtor’s subjective intention is relevant but is not conclusive; the court must assess all the circumstances. Business carried on through companies is not, without more, the individual’s business, although a separate personal business may exist where the corporate structure is part of the debtor’s own enterprise. On appeal, an evaluative finding will be disturbed only for an identifiable flaw or where no reasonable judge could have reached it. Once jurisdiction over a foreign debtor is established, the court should consider international comity and the relevant connection, benefit and jurisdictional-interest factors before making a bankruptcy order.

Bridging Finance Inc petitioned for the bankruptcy of Anthony Lyons in respect of a guaranteed debt of CAD $39 million. The Deputy ICC Judge made a bankruptcy order on 8 July 2025, finding jurisdiction under section 265 of the Insolvency Act 1986 because Mr Lyons had carried on business in England and Wales during the relevant three-year period through his Hamilton Terrace property activities.

Mr Lyons appealed on the business and discretion issues. BFI served a Respondent’s Notice challenging the rejection of its alternative case that he carried on a separate personal business through companies. The central issues were whether the Hamilton Terrace activities amounted to carrying on business in the relevant period and whether the court should exercise bankruptcy jurisdiction over a foreign debtor.

The appeal was dismissed and the bankruptcy order upheld. The Respondent’s Notice was academic.

1. Ground 1. Whether a debtor has carried on business under section 265(2)(b)(ii) of the Insolvency Act 1986 is a mixed question of fact and law. The court must consider what the debtor did, when it was done and whether those activities amounted to carrying on business.
2. Carrying on business ordinarily involves commercial activity undertaken with a view to profit. Actual profit is unnecessary, and profit may be a capital profit rather than income. Exceptional activities may still constitute business without a profit motive, such as commercial activity conducted to break even or advance charitable purposes. Subjective intention is relevant but forms only part of the circumstances.
3. A single but substantial venture may amount to carrying on business where it is of the same kind and conducted in the same way as a recognised commercial business. The development, letting and sale of Hamilton Terrace formed one property-development business. Letting the property to enhance its marketability did not remove its commercial character, and the business continued into the relevant period until the sale.
4. The first-instance judge’s conclusion was evaluative. Applying Volpi v Volpi [2022] EWCA Civ 464, Henderson v Foxworth Investments Ltd [2014] 1 WLR 2600, Prescott v Potamianos [2019] EWCA Civ 932 and Fage UK Ltd v Chobani UK Ltd [2014] EWCA Civ 5, the appeal court could not substitute its assessment absent an identifiable flaw or a conclusion no reasonable judge could reach. No such flaw was shown.
5. Ground 2. A new argument on the discretionary exercise of bankruptcy jurisdiction could be taken because BFI did not oppose it. Applying JSC Bank of Moscow v Kekhman [2015] EWHC 396 (Ch) and the factors derived from Stocznia Gdanska SA v Latreefers Inc (No 2) [2001] 2 BCLC 116, there was a sufficiently close connection with England and Wales, a reasonable possibility of benefit, and persons interested in distribution subject to the court’s jurisdiction.
6. The alternative “general business” case failed on appeal. Separate corporate personality meant that control of companies, beneficial entitlement to profits and the use of corporate vehicles did not alone establish a separate personal business. The judge was entitled to find that any Re Brauch-type business of promoting or acquiring companies was not being carried on in the relevant period.

• Chancery Appeals (ChD): On 9 June 2026, the appeal from the order of Deputy ICC Judge Baister was dismissed and the bankruptcy order upheld. BFI’s Respondent’s Notice was academic.
• First instance: Deputy ICC Judge Baister made a bankruptcy order on 8 July 2025.