We are pleased to report on judgment handed down today relating to a matter we have worked on with Rob Armstrong of Kroll Restructuring Advisory and Glyn Mummery of FRP Advisory. The case is BLCP Eden 1 Limited (in Administration) & Anor v Rooksmead Securities Limited & Ors [2026] EWHC 1268 (Ch).

The recent decision arose out of the purported appointment of receivers over the former Kent and Surrey Golf Course. The Judgment is likely to be of wider interest because it addresses the limitations of corrective construction and serves as a reminder to practitioners that the Court will not simply rescue defective documents simply because an error appears obvious. Where the existence of a mistake is clear, but the correction is not equally evident and singular in nature, the Court cannot intervene.

The case came before the Court as Part 8 proceedings in respect of two preliminary issues of law:

1. whether a relevant underlying contract had been executed by an alleged director of the Claimants with the necessary formalities required under s.2 of the Law of Property (Miscellaneous Provisions) Act 1989 and ss.43-44 of the Companies Act 2006 (the Court held it was, contrary to the Claimants’ arguments); and
2. more significantly, whether receivers were validly appointed over the Claimants companies’ relevant land so as to effect the transfers of land (the Court held they were not, accepting the Claimants’ arguments).

The dispute arose in the context of a back-to-back sale. The receivers purported to effect a transfer of the land to the First Defendant on 1 June 2023 at c. £8.6 milion, and a further transfer was immediately made by the First Defendant to the Second Defendant on the same day for a significantly higher price, of £10.6 million. Against that background, the Administrators of the Claimant land-owning companies were concerned in respect of the appointment the receivers.

The central complaint was that the appointment documents identified a related company which did not own the land in question. Moreover, the contemporaneous Companies House filings were made against that related company and not the land-owning companies. The Administrators argued that although it might be apparent that something had gone wrong it was not obvious from the face of the documents what the correction should be. No party brought a claim for rectification. The sole issue was one of construction. On that footing the Administrators successfully argued that the Court could not rectify the position through corrective construction as it was not immediately obvious that the documents could be corrected by replacing the related company’s name with that of the land-owning companies on every document. The Judge accepted this analysis. The decision therefore provides important guidance on corrective construction: it is not enough to show that a document contains a glaring error (this was agreed between the parties); it must also be clear what working or meaning the document should be taken to have instead. That approach is consistent with the orthodox test that the Court may correct a mistake by construction only where both the mistake and the cure are clear and obvious.

For practitioners, the judgment carries several important messages. First, it is a significant case on corrective construction and it underlines the narrow circumstances in which the Court will intervene and alter or rescue the language used in what appear to be otherwise defective documents. Second, it demonstrates that the parties cannot simply assume that the Court will provide a practical fix because a drafting or filing error is obvious. Finally, the case is a strong reminder of the need for caution and rigorous due diligence when dealing with a back to back sale, particularly where there is a risk that the first transaction may be vulnerable as a transaction at undervalue or where title issues are not straightforward. In that respect the case is consistent with the broader warning from The Co-Operative Bank plc -v- Hayes Freehold Ltd & Ors [2017] EWHC 1820 (Ch), where inadequate due diligence in respect of unregistered title had serious consequences for the parties involved and gave rise to significant potential professional negligence claims.

The reader will note that unusually only the end-purchaser of the land in question challenged the proceedings with

• the party profiting from the interceding transaction;
• the alleged director who executed a questionable contract; and
• the receivers themselves, all remaining neutral and not advancing any argument in Court.

Our thanks are extended to the excellent assistance of James Pickering KC and Samuel Hodge of Enterprise Chambers as well as the teams at Kroll and FRP. As with so many matters this outcome was only achieved with the co-operation and multi-disciplined expertise across counsel, JMW and our clients.