Lendinvest Security Trustees Limited v Granville Property Solutions Limited & Anor

A debenture may create a fixed charge over a company’s interest in land even if it does not identify the land specifically, where the company already has an interest and the parties intended the charge to cover it, provided the applicable formalities are met. A registered notice of a charge may give it priority over a transferee’s interest where that interest has not been protected by registration or other available steps. Before formal registration of a charge, its holder may seek a court order appointing receivers under the Senior Courts Act 1981. The court’s decision remains discretionary and may be made subject to conditions concerning the receivers’ suitability and willingness to act.

Lendinvest Security Trustees Limited v Granville Property Solutions Limited & Anor concerned an application to appoint receivers over land adjoining development property. The claimant relied on a debenture granted by the company. The company had acquired the land but was not registered as its proprietor until 2025. The second defendant asserted that the company transferred the land to him in April 2026 in satisfaction of a debt.

The claimant had lodged a unilateral notice against the title and sought receivers. The second defendant was joined after an earlier hearing was adjourned to allow him to participate. Neither defendant attended the hearing. The court considered whether the debenture created an enforceable fixed charge over the land, the claimant’s priority against the second defendant’s claimed interest, and whether receivers should be appointed while the charge remained unregistered.

1. Receivers appointed; further declaratory relief refused. The court declared that the debenture was contractually enforceable against the company and apt to create a fixed charge over the property. It declined to make a further declaration about registration or priority because the charge had not been formally registered and the claim did not properly seek such relief (paras [18]–[19]).

2. The formalities in section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 did not apply because the debenture was not an executory agreement. The debenture satisfied section 52 of the Law of Property Act 1925: although it did not specifically identify the property, the company already had an interest in it and the parties could be taken to have intended the charge to cover it (para [12]).

3. The claimant’s unilateral notice was lodged before the second defendant had taken steps to protect his asserted interest. The court found, on the evidence before it, that the claimant had priority under section 29(2)(a) of the Land Registration Act 2002. It relied on that priority in entertaining the receivers application, but did not grant a declaration on the point (paras [13]–[19]).

4. Until registration of the charge, the claimant had an equitable charge and there was uncertainty about its ability to appoint receivers out of court. That provided good reason to seek an order under section 37 of the Senior Courts Act 1981. Appointment was appropriate because the secured loan was due and unpaid, and joint marketing of the adjoining properties might achieve better value. The receivers were appointed subject to the claimant filing evidence that they were suitable and willing to act. No security was required because their insurance was sufficient to cover the relevant risks (paras [20]–[28]).