Latter Rain Outpouring Project Limited v Creswell Lindsay Green & Ors [2026] EWHC 1381 (Ch)

[2026] EWHC 1381 (Ch)Case No BL-2025-001171IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCHANCERY DIVISIONVenue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate 9 June 2026
Before
ADAM KRAMER KC
Between
LATTER RAIN OUTPOURING PROJECT LIMITEDApplicant(1) CRESWELL LINDSAY GREENRespondents(2) GRACE ANDERSONRespondent(3) DARREN PATTENRespondent
Mr. Horaine Henry (instructed by direct access) for ApplicantMr. Duncan Kynoch (instructed by direct access) for RespondentsHearing Hearing dates: 19 May 2026
JUDGMENT

ADAM KRAMER KC:

[1]This is a further hearing of the application for an injunction dated 18 September 2025 (“the Application”).[2]The Applicant and future claimant, The Latter-Rain Outpouring Project Ltd (former name The Latter-Rain Outpouring Revival Ministries), company number 06011619 (“the Company”), is a company limited by guarantee. It owns a property at 234-242A Hoxton St in London, which I understand is used for church prayer but also let as a flat and four shops and worth in excess of £3m (“the Property”). The Company conducts the commercial activities of a church. Its stated object in its articles is the provision of property for accommodation and business activities in the community. The dispute that underlies the application is over control of the Company, its Property, and the church to which it relates, and past conduct related to them.[3]The First Respondent is a bishop of the Afro-Caribbean Churches Pentecostal ministry, i.e. of the church in dispute here. I refer to him below as “Mr Green” (and not Bishop Green), merely to avoid the suggestion that he is a Bishop of the sort that is appointed by the UK Crown in the Church of England, but mean no disrespect thereby. The three Respondents are all listed as directors of the Company on Companies House along with fourth director Eloise Guthrie, the Second and Third Respondents recorded as having been appointed in November 2024. Whether they lawfully are or were directors depends upon which appointments and terminations of directors in the past were lawful, one of the matters in dispute.[4]There has been something of what one counsel described as a ‘schism’ in the church, with (and this may be simplistic) many of the Hoxton congregation led by Leroy Vassell, Lorna Vassell and Nathaniel Turner opposing and being concerned at Mr Green’s approach and actions purportedly on behalf of the Company, and many of the Peckham congregation including the Respondents supporting him and his actions. I understand the former camp to have led the Company to initiate the Application.[5]The short (four page) draft Part 7 Claim dated 18 September 2025: i) Asserts that the Company’s members removed the Respondents as directors by an EGM held on 11 July 2025. It is said that they were replaced with Leroy Vassell, Lorna Vassell and Nathaniel Turner. The relief sought includes declarations, and rectification of Companies House. ii) Asserts that the Respondents wrongfully diverted funds of the Company and granted charges over the property in favour of lender Charles Street Commercial Investments Ltd (“Charles St”), as well as obstructing the legitimate directors from running the Company. The relief sought includes an injunction against the Respondents from acting on the Company’s behalf, and requiring delivery up of Company property (including bank cards) and provision of information. It also includes a declaration that the Charles St charges (on the Property and floating on the Company’s assets) are invalid as being without authority, and rectification of the register of charges at Companies House (but not rectification of the Land Registry register over the Property).[6]These Particulars of Claim are somewhat undeveloped in terms of the specific wrongdoing alleged and the role of each Respondent in it. And although the Claim Form seeks damages or equitable compensation, the Particulars of Claim do not mention damages as a remedy sought. Importantly, the main remedies sought—declarations and injunctions—are very similar to those sought on an interim basis in the Application. I will return to that theme.[7]Moreover, the Claim Form and Particulars are still in draft only. They have not been issued, sealed or served, meaning the underlying claim has not proceeded at all in the eight months since the application was issued. There is therefore no pleaded defence before the Court, for example. This is unsatisfactory, as interim relief such as sought and already obtained in the present case must be in service of the main claim, not an end in itself. Any order I make will provide that the main claim must be issued and served forthwith.

Procedural background

[8]Until February 2026, the applicant Company acted through Brown & Co solicitors, but since then has acted without solicitors on record, although appears through Mr Horaine Henry of counsel by direct access. Until January 2026, the Respondents acted through Naylor solicitors, but since then have acted without solicitors on record. They appeared through Mr Duncan Kynoch of counsel by direct access.[9]The application was first heard, ultimately on notice, at a hearing on 30 September 2025. By order of Sir Anthony Mann, upon various undertakings being given by the Respondents not to take various steps and to provide documents, a limited interim injunction was granted to 24 October 2025 against collecting any rent for any of the Company’s property, and requiring the Respondents to provide certain information. That interim position was extended by a consent order of Trower J on 24 October 2025 which contemplated a further hearing on 30 October 2025. That hearing was vacated and the interim position further extended by consent order of Richards J on 30 October 2025, upon the parties agreeing to mediate. At the further hearing on 6 February 2026, after hearing counsel, Mark Anderson KC sitting as a High Court judge gave directions for a mediation and directions towards this additional hearing, including further evidence being provided.[10]The case did not settle, and I note that further evidence has been filed in the form of an 885-page supplementary bundle, which I did not have sight of until near the end of the hearing. I also had the 650-page hearing bundle. For reasons I did not resolve or rule upon, the Respondents’ counsel did not have access to the bundles prior to the hearing, although he did not seek to adjourn the hearing, and they were provided or re-provided to him during the hearing.

The present hearing

[11]The present hearing is a further hearing of the interim injunction application. The core test applicable to that injunction is the American Cyanamid test.[12]Further, as provided for in the order of 6 February 2026, I am today also considering an enforcement application dated 20 February 2026. This application seeks an unless order (the proposed penalty for failure being strike out of Mr Green’s witness evidence and defence among other things) requiring Mr Green to provide documents in relation to a loan advance of £245,000 from Charles St, cheque stubs and bank statements, and documents relating to payments to a Mr Livingston. The failure to do so to date is said to be a breach of the Mann Order undertakings and the Anderson February Order.[13]This hearing is not a trial of the claim itself. As noted above, regrettably the main claim has not yet been issued. It weighs in the balance when considering what interim relief to grant that the Applicant has not prosecuted the claim with any urgency.[14]A wasted costs application was issued on 30 January 2026 by the Applicant against the Respondents, seeking the wasted costs of a failed mediation. The application also seemed from the application to seek such costs against the Respondents’ former solicitors, Naylor LLP. I was told that this application is not being pursued, and asked the Applicant to notify Naylor LLP, as correspondence from them indicates that they were unaware of that.

The underlying concerns as to Mr Green’s conduct

[15]The application arises out of concerns that the First Respondent, Mr Green, has been diverting funds and taking steps that are not in the Company’s interests. While the Respondents strenuously deny this, their counsel Mr Kynoch realistically accepted that there was a serious issue to be tried in relation to that. It appears to be undisputed that Mr Green procured that the Company borrowed c. £260,000 from Charles St Commercial Investments Ltd in August 2025 on an 18-month loan, paying a £5k broker fee, at a rate of 12% interest per annum, but has no realistic way of repaying that other than by refinance (said by Mr Kynoch on instructions from the Respondents to be anticipated through the Property development upon planning permission being obtained), secured on the Property. It also appears to be undisputed that Mr Green then disbursed all or almost all of those funds (including £150,000 to a construction company); that Mr Green procured that the Company took out a Nat West bounce back loan of £24,500; that Mr Green has had funds paid to or for the benefit of the Company diverted to the bank account of a separate company so that Mr Green was more easily able to obtain counter-signatories for payment (paragraphs 53-5 and 61 his Witness Statement of 14 October 2025); that Mr Green granted a one year rent free period to a tenant in return for a personal loan of £20k to himself (which he says he will reimburse once he comes into funds: paragraphs 57-8 of the above-mentioned Witness Statement); that Mr Green obtained personal loans from a tenant and individual behind or linked to the Property development project manager Mr Livingston; and that certain funds were paid to his personal accounts. Mr Green has disclosed documents indicating on their face that there are plans afoot for a £5m development of the Property, and that the £150,000 paid to the construction company was part of the sum that would fund that contractor in obtaining planning permission and further finance for the Company. Not all the members of the church agree that this substantial and ambitious property development is genuine and was properly engaged. I was told that the planning permission application has not progressed, despite nearly a year of the loan’s eighteen months having expired and there being no currently anticipated way to repay the loan.[16]There is a proper issue to be tried in relation to Mr Green’s conduct, and he could potentially be liable to the Company for breaching director’s duties or on other bases, but the interim injunction sought here is not a freezing order against Mr Green’s assets, and the Company no longer has the amounts that were drawn down under the challenged loans. As noted above, the prohibitory injunctions sought are mainly geared towards limiting Mr Green’s future ability to divert funds or tie the Company to transactions. As also noted above, the Company does also seek interim remedies, or remedies said to be interim remedies, seeking to reverse the charges.

Authority to bring the claim

[17]One difficulty with disputes as to control of a company brought by the company is that it follows that there may be a dispute as to whether the claim itself is properly authorised by the company. Ordinarily the authority to approve a claim resides with the company’s board. I note that Brown & Co solicitors felt able to sign the draft claim form in September 2025 (which was never issued) and the application notice (which was) confirming that they are authorised by the Company. However, the Respondents in skeleton arguments at earlier hearings fairly made the point that this claim might have been brought as a minority member claim or derivative claim, and that it is not clear that the claim is truly authorised by the Company. That, of course, depends upon who are the legal directors at any particular time (initially the time of bringing the claim/application, although the legal action could perhaps be ratified later even if not authorised at the time; I also note that it may be that defendants to a potential claim brought by the Company are conflicted and cannot vote as directors or members in relation to whether that claim should be brought). I also do not know whether there was a members resolution or directors’ meeting approving the bringing of this claim, but it is tolerably clear that Mr Green and the Peckham contingent (see paragraph 4 above) would wish to scotch the claim or most of it, and the Hoxton contingent behind the claim plainly support it.[18]If it ultimately turns out that the application and claim are not properly authorised, and I do not prejudge that question, they may be a nullity. This could possibly, and I stress this is only a possibility and express no view whatsoever, be a case where a costs order against the Hoxton complainants who have brought the application (in the Company’s name), or even the solicitors who confirmed that they were properly instructed, is appropriate. Those behind the application and claim must be aware of this. That said, to the extent the claim and injunction merely determine the true position as to who are the members able to vote at general meetings, and who are the directors able to run the company, then it may be said that resolution of these matters is within the Company’s interests in any event, and this may have implications for costs. The essentially declaratory part of the draft claim is in this respect distinct and different from the part that seeks to reverse steps taken by or seek damages against Mr Green. And, of course, the application and claim may well be properly authorised.[19]It is plainly a priority to establish who has control over the Company (the essentially declaratory part of the draft claim) so that they and only they may bring applications and claims in its name although, again, that does not prevent others bringing claims.

The 11 July 2025 meeting

[20]The first two declarations in the draft order attached to the application notice dated 18 September 2025 focus on the lawfulness of the 11 July 2025 meeting and whether it validly removed the Respondents as directors:
“1. The EGM of 11 July 2025 was validly convened and quorate, and the resolutions removing Bishop Creswell Lindsey-Green, Grace Anderson and Darren Patton as directors were valid and effective effective from 11 July 2025 (“Removed Directors”). 2. Rectification of Register (s.1096 CA 2006): The Registrar of Companies shall forthwith amend the register to record the cessation of office of the Removed Directors with effect from 11 July 2025, and to record the appointment of [names of the new directors] with effect from [appointment dates], by inserting or amending the relevant filings (TM01/AP01).”
[21]That it was lawful is pleaded in paragraph 4 of the draft Particulars of Claim.[22]The Applicant’s skeleton argument also set out at paragraphs 22 to 24 additional remedies sought by way of the interim application:
“(i) Mr Turner's directorship did not terminate on 9 December 2024 and he has at all material times since 28 November 2002 been and remains a director. (ii) Mr Vassell's directorship did not terminate on 6 November 2023 and he has at all material times since 5 October 2019 been and remains a director. iii) The purported appointment of Mrs Anderson on 24 November 2024 was a nullity, and she was at no material time a director. (iv) The purported appointment of Mr Patten on 11 November 2024 was a nullity, and he was at no material time a director. Consequential: rectification of the Companies House register under s.1096 CA 2006 to reflect declarations 1 to 4; all declarations/orders sought in the Particulars of Claim , with costs against the Respondents.”
[23]When I raised with the Applicant the fact that this latter relief was not sought in the application notice, I was told that this relief was nevertheless sought and that the Applicant proposed to amend the draft order to include that additional relief. The draft order had not, however, been updated by the date of the hearing.[24]Before considering whether there is a serious issue to be tried (or indeed whether I can go further and determine this matter once and for all, as I was ultimately asked to do by the Applicant), I must consider, for the limited purposes of this application only, some of the Companies Act 2006 provisions and some of the Company’s articles of association. i) The Company is a company without share capital, and its articles provide that “Membership of the Company shall be automatic to all who are members of the Latter-Rain Outpouring International Ministries” (article 12.3), although also provide in article 12.1 that “The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with the Articles shall be Members of the Company. No person shall be admitted as a Member of the Company unless he is approved by the Board of Directors. Every person who wishes to become a Member of the Company shall deliver to the Company an application for Membership in such form and by such means as the Company requires executed by him.” The Board of Directors may terminate membership under article 12.6. ii) There must be three directors at a minimum (article 4.1). “The Bishop for the time being ("the office holder") shall automatically, by virtue of holding that office ('ex officio"), be a Director” (article 4.4). The directors may be removed by an ordinary resolution of members (article 6.1.6). Any meeting other than an AGM is an extraordinary general meeting (article 13.2). An extraordinary general meeting may be called by the Company (article 13.3), or the members may require such a meeting “as provided by the Companies Acts” (article 13.4). That must, I think, be a reference to s303(2)(b) Companies Act 2006, which provides that if the directors have received an authenticated request from 5% of the voting rights, stating the nature of business to be transacted, the board must call a general meeting. If the board refuses, then more than 50% of members can call a meeting themselves, within three months of the board’s refusal, under s305. iii) Under s168, a company may remove a director by an ordinary resolution, but requires special notice. Special notice requires 28 days’ notice under s312, otherwise “the resolution is not effective”. An ordinary resolution requires a simple majority of total voting rights (s282 Companies Act 2006), and a special resolution requires 75% of the members (s283). These Companies Act definitions expressly apply to the articles under the definitions in article 1.1. iv) Notices must be delivered personally or in post by prepaid letter (article 11.1).[25]I now consider the Applicant’s case that the 11 July 2025 meeting was valid to remove Mr Green and the Respondents as directors and to appoint other directors in their place. I have heard only limited argument on these points, and had only limited factual evidence and no oral evidence, and am primarily considering these issues only for the purposes of the ‘serious issue to be tried’ issue and noting that some of them may be the subject of a preliminary issue hearing (as considered below): i) Mr Green was (it is not disputed) the bishop at the relevant time, and the articles say that the bishop of the Latter Rain Outpouring Ministries from time to time is a director ‘ex officio’ (article 4.4). An ex officio director is one that is automatic, resulting from the external position (here bishop). Neither side addressed me on any law on this, but a very recent example is found in the charity in Dasji v Bhudia [2026] EWHC 455 (Ch), in which the head priest of the Bhuj Temple in India was the ex officio chairman of the board of directors of this English charity, but it was proposed to add into the charity’s scheme a right for that priest to relinquish his position on the board (see paragraphs 229 and 296). Counsel for the Applicant in the present case contended that article 4.4 cannot allow the bishop to remain a director, even in circumstances in which he is acting improperly against the interests of the Company. There may be something in that, to be argued another day, but my provisional view is that under the articles as they stand Mr Green cannot be removed from his directorship while he remains bishop. The obvious routes to his removal contemplated by the articles are that he is removed as bishop (and accordingly the attached ex officio directorship would cease, or at least would cease to be in place ex officio),or the articles are amended, although it is not contended by the Applicant that either has happened. This point would not affect the question of whether the other Respondents than Mr Green were successfully removed as directors or whether others were appointed, but does impact the question of whether Mr Green is still a director. ii) The 11 July meeting was called by an email dated 20 June 2025 sent by five members of the Company on behalf of them as “we, the members”, as Mr Kynoch for the Respondents pointed out. It does not purport to be called by the directors (and if it was, there may be some doubt as to who were the valid directors as at 20 June), and there is no evidence that there was a formal request by any members to the directors to call a meeting under the s303/305 Companies Act 2006, nor was three months’ notice given. Five members cannot themselves call a meeting save under s305 if they are more than half of the voting membership, and they do not appear to be more than half and moreover the s305 process does not appear to have been used. Mr Kynoch relied upon Re State of Wyoming Syndicate [1901] 2 Ch 431. In that case, directors passed a resolution at a meeting that had been called by the secretary without their authority, not the directors, and the resolution was held invalid. That merely illustrates that, at least unless ratified, the directors’ power to call a meeting can only be exercised by the directors. iii) The next question is whether the notice was delivered personally or by prepaid letter to the members as required under article 11.1. It was emailed, although the email suggests that was only to nine people, which even on the Applicant’s case is not the whole membership. Moreover, email notice does not comply with the Companies Act requirements. Mr Leroy Vassell says in a WS dated 14 November 2025 that he hand-delivered it to Mr Green’s residence on 20 June 2025 (which would comply), and that does not appear to be disputed, but I have not seen evidence that it was hand-delivered or posted to all members. iv) The email notifying of the meeting was sent 21 days before the meeting, meaning the 28 days requirement of the Companies Act special notice procedure for calling an EGM was not on its face complied with. S312 does not say that the requirement can be contracted out of. The Applicant says in its skeleton, relying on Palmer’s Company Law paragraph 8.2115, that s312(1) is “not binding on” the Company. v) That is not in fact what Palmer says. Palmer’s point is a different one, relying (as also does the Applicant) on Bentley-Stevens v Jones [1974] 2 All ER 263. That was a case in which an interim injunction that no effect should be given to a board meeting’s resolutions was refused because although there were irregularities, they could be cured. And this is of course true: if the irregularities with the notice are purely procedural then they can be cured or ignored or ratified. The point turns on knowing the will of the majority: BMR Bagshot Ltd v Dorchester Mansions (1997) Ltd [2021] EWHC 2951 (Ch) Falk J para 36, Palmer paragraph 7.911. The Bainbridge v Smith (1889) 41 Ch D 462 decision, also relied on by the Applicant, is to like effect: the Court will not interfere with the decision of the shareholders, but that depends upon knowing what the decision of the shareholders is. (I should add that the Applicant also relied upon the Federal Court of Australia decision of Cao v Apollo Phoenix Resources Pty Ltd [2018] FCA 1445, especially at paragraph 86 and more generally at paragraphs 88-106, but that merely concerns whether a reasonable notice requirement applicable to meetings in that case, although not to those in the instant case, was satisfied. It does not in my judgment assist the Applicant here.)[26]This takes us to what I see as the crux of the matter. It does not appear to be disputed that ultimately the shareholders have the power to replace the directors, and amend the articles of association (and so replace Mr Green, even if article 4.4 would otherwise prevent that), providing they get the process right. And, indeed, it is possible for the Court to side-step the procedural requirements for members or directors calling a meeting by calling one itself.[27]But the real crux of the dispute, as emerged between the parties, is as to who are the members now, and who were they in July 2025. Who can appoint their chosen directors to then proceed with the development, or sue Mr Green, or ratify his past actions, etc? What is the will of the voting membership? That depends upon who that membership legally is. This is a matter on which there is some legal and factual debate.[28]As to the legal debate, as noted above, membership is automatic for those who are “members of the Latter-Rain Outpouring International Ministries”. There are other legal debates (do members also need to be approved by the board? Are those who were subscribers to the original memorandum of association members of the Company forever, even if no longer members of the Latter-Rain Outpouring International Ministries?), but the core one relates to this article 12.3. In particular, what is the Latter-Rain Outpouring International Ministries? The Hoxton contingent and Applicant say it is the Hoxton church membership, whereas the Respondents say it includes the Peckham church membership. This is crucial as to the general question of who has control, and also crucial as to whether e.g. the ten members who voted at the 11 July 2025 meeting amounted to a majority of voting rights or not.[29]A few points revealing the ambit of this dispute are: i) The Company had previously been called ‘The Latter-Rain Outpouring Revival Ministries’, but that is different to ‘The Latter-Rain Outpouring International Ministries’ as referred to in article 12.3. In any event, the provision in the articles of the Company is plainly not intended to designate those who are members of the Company as automatically members of the Company (that being circular), so the reference to The Latter-Rain Outpouring International Ministries must be a reference to something outside the Company. It seems likely that The Latter-Rain Outpouring International Ministries is intended to be a reference to the spiritual church, such that those who are members of the spiritual church are automatically made members of the Company, the commercial arm of the church. ii) There is another company, the Latter-Rain Outpouring International Ministries company (13900729). This name matches the reference entity in article 12.3 of the Company’s articles. Mr Green’s case is that this company handles spiritual activities and was formed in February 2022 in response to tax changes that required commercial and spiritual activities to be separated (paragraphs 16-18 and 55 of his Witness Statement of 14 October 2025). The resolution in January 2021 to do just this does provide some support for this case. That other company was formed on 8 February 2022 and is registered in Camberwell (I believe at Mr Green’s address, near to Peckham). Its objects stated in its memorandum of association are spiritual. Although the Company was formed a long time earlier, the articles that form the subject of debate and include article 12.3 which refers to the ‘Latter-Rain Outpouring International Ministries’ seem to have been registered in February 2022, supporting the idea that that label refers to this other company formed at that time (number 13900729) with that name. Mr Green uses a letterhead ‘Latter-Rain Outpouring International Ministries’ which at its footer refers to the headquarters as being in Hoxton at the Property, and a branch in Peckham. And of course Latter-Rain Outpouring International Ministries does have a plural term ‘Ministries’ supporting the idea that it covers more than one church. The Applicant’s case, however, is that this company 13900729 relates only to the Peckham church. iii) The Peckham church building is, I understand, registered in the names of Mr Green and three other individuals, not in the name of either company, which is perhaps neutral in relation to the point in discussion here, although if the Company was intended to deal with all commercial and property matters of both churches, as Mr Green’s version of events suggests, one might expect it to own the Peckham property also. That said, it was owned by these individuals since 2001, which predates the existence of the Company by a long time. iv) I also note that buildings insurance over the Property appears to have been taken out by the Latter Rain Outpouring International Ministries, which is not the owner of the Property (which is the Company), although that probably does not bear on this particular question. v) Care will have to be taken when construing the articles not to admit extraneous material as factual matrix save where permitted by the limited rules governing the interpretation of articles, which are after all a public document. vi) Moreover, the Applicant’s counsel states in his skeleton that “the persons the First D now says ought to have been on the register, the Peckham congregation of a separate company, The Latter-Rain Outpouring International Ministries (Company No. 13900729) were never treated as members of the C by anyone, in any way, at any time during the 23 years preceding the meeting on 11 July 2025. They were never sent notice of any meeting, never communicated with as members, never the subject of any application or Board approval under Article 12.1, and never the subject of any contemporaneous document of the C recording them as members. They were not treated as members by the First D, who was Company Secretary from 28 November 2006 to 20 January 2018 and the controlling director throughout.” I do not think this is yet supported by witness evidence, and have not at this interim hearing had evidence of past meetings (although am told that AGMs have not been held for some time), but if it ultimately is backed up by evidence it may possibly support an estoppel or other basis for requiring the parties to be held to reading the articles in a particular way, although I am far from sure estoppel can operate at all in relation to articles of association.[30]This means that the legal question as to who are the members is in dispute and not capable of resolution at this interim hearing with the evidence and argument presented to me. If the membership is as the Respondents contend (i.e. includes the Peckham members) then the 11 July 2025 resolutions were likely not passed by more than 50% (and moreover a large part of the membership was not properly notified of the meeting), and indeed it seems likely that the Company likely has not authorised this Application or any associated claim.[31]There may also be factual disputes as to membership, whatever the correct answer as to the above legal question. The Applicant says that it sought to create a register of members at or around the time of the July 2025 meeting, and exhibits a table of 16 names, with ten signatures of attendees. The Applicant accepts that nevertheless one member, Eloise Guthrie, was not on the list, nor was Mr Green (the bishop), but maintains that all other members were, which may mean that they contend for a membership of 18 in total at that time. Two of the original members in the memorandum of association of the Company (Rev Elizabeth Barnes and Rev Gloria Howard) are also not on the list. And if legally the board had to approve each member for them to be members of the Company, then that adds a further layer of factual complexity, since I have not seen evidence of any members being proposed to and approved by the board.[32]There is, it seems to me, a serious issue to be tried on this issue, but that does not ultimately support the granting of the relief sought by the Applicant as interim relief, namely the declarations referred to at paragraphs 20 and 22 above. This is primarily because those are not interim remedies that hold the line, but declarations, which are final and not time limited. Mr Justice Richards in Lenovo Group Ltd v Interdigital Technology Corp [2024] EWHC 596 (Ch) summarised the principles applicable to interim declarations at paragraph 35, in the following terms:
“i) An interim declaration is, of course, still a declaration. Accordingly, the court should have regard to the principles applicable to the grant of declarations generally as set out in the well-known seven principles set out by Aikens LJ in Rolls-Royce plc v Unite the Union [2009] EWCA Civ 387. ii) An interim declaration is a discretionary remedy. It is for the court to consider the proper exercise of its discretion in the case before it. iii) Where an interim declaration fulfils a function similar to an interim injunction, it can be instructive for the court to apply principles in American Cyanamid v Ethicon [1975] AC 396 by analogy in deciding how to exercise its discretion. iv) However, applying American Cyanamid principles will not provide a complete answer in all cases since a court should be wary of granting an interim declaration on matters of substantive law that only permit of a final rather than a temporary answer. That risk is particularly acute where an interim declaration might be conclusive as to whether a particular act amounts to criminal conduct or not. It also arises where a court is being asked to make an interim declaration in relation to the contractual rights of parties to a private law contract. v) If a court overcomes its reluctance to grant an interim declaration which is determinative of a particular matter, it is likely to be appropriate to require a “high degree of assurance” that the applicant is entitled to the declaration sought. vi) When considering the exercise of discretion, it is legitimate for a court to have regard to the consequences that would flow if the interim declaration is or is not made.”
[33]In the present case the declarations are final declarations on substantive matters, and even if declared to be provisional, are offensive and problematic for the reasons given in principle (iv) immediately above, and then in paragraphs 39 to 40 of that decision. These declarations do not hold the ring temporarily, they take a side on an issue of law arising out of the articles of association. The merits do not so strongly favour the Applicant that I can summarily assess the position at this hearing as the Applicant asked, and I refuse to do so.[34]Moreover, the balance of convenience does not favour the granting of these declarations, and there are other ways of ensuring the Company continues to operate in the interim pending final resolution as to its control (such as the undertakings offered here and referred to below).[35]However, it is clear that the question of who has control of the Company must be urgently resolved. The Company can then either continue or discontinue the current course (of the draft claim), it can regularise its directors, it can censure or ratify past conduct, and it can decide to proceed with the development or (potentially) challenge its obligations under it and associated loans and charges. If those behind the Application are ousted, they can consider other avenues brought as minority members or otherwise, but not in the Company’s name.[36]In my view, as a matter of case management, the best way of resolving this is by a preliminary issue trial. The Respondents’ counsel did not dispute that this was a sensible route to resolution, but suggested that there was a risk that this could ultimately fail to resolve matters, and that it would be cheaper to have a speedy trial of (he suggested) three days of all issues including as to past wrongdoing. The Applicant did not suggest an alternative route other than granting the essentially final injunctions sought, which I have made clear above I am not going to do. I am mindful of the cost constraints on the parties, but do not think a fraud trial (with expansive factual evidence, and detailed tracking of funds potentially with expert assistance) can fairly be resolved in three days or a similar length, or quickly, and moreover some of that cost may be wasted if the Respondents succeed on the preliminary issue. Moreover, a preliminary issue trial can be done more quickly and cheaply, and in my view is likely to provide a solid basis for this dispute to move forward or settle.[37]I envisage a short preliminary issue trial, with limited disclosure and witness evidence, taking in any relevant background and facts as to membership and meetings, and resolving any necessary legal issues (including how the provisions of article 12 apply individually and collectively), so as to establish who are the membership above all, and possibly also the disputes as to directors and validity of past meetings. Rather than have separate position papers for the preliminary issue trial, I will require that the main statements of case clearly set out particulars of each party’s position on these points.[38]I invited the parties to propose directions for such a trial if it was to take place. Accordingly, after the hearing but before receiving this judgment, the parties supplied updated draft orders. As I had requested, the Respondents’ draft order included provisions for a preliminary issue trial (without prejudice to the Respondents’ reservations about such a trial). The Applicant’s did not, but merely provided for a further relisting of the injunction application, which I do not think is the appropriate next step. The Respondents’ draft provided for a preliminary issue hearing in a September to December 2026 window, with witness statements and pleadings to close by the end of July. This seems like a sensible time scale, although I will address that further with the parties following this judgment. But I will order a preliminary issue along the above lines, exercising my discretion to manage the case in accordance with the overriding objective.

The loan and charge

[39]The third to sixth injunctions sought relate to a secured loan taken out by the Company with lender Charles St.[40]I understand that two charges were registered against the Company on 22 August 2025 in favour of Charles St. The Applicant says that £245,000 was received as a secured bridging loan, and the supplemental bundle contains various loan documents showing that the loan was for £259,855, with a net advance of £249,528 after deduction of fees, with interest of 12% per annum (although variable) payable and term of eighteen months. The ‘bridge loan’ (as I think some of the documents call it) was originally to be taken out by Latter-Rain Outpouring International Ministries, but ultimately was taken out by the Company and is secured by charges over the Property (owned by the Company). Those charges and a debenture over the Company’s assets were granted by signatures of Mr Green and the Respondents purportedly as directors of the Company after a board meeting on 19 August 2025.[41]The Applicant says that this loan is ultra vires and in breach of fiduciary duty. But this largely depends upon the argument that the directors who signed it were removed. If not, it appears to be authorised by the directors consistently with art 5.2, although there may still be arguments that it is not authorised by virtue of not being in the interests of the Company etc, and further questions as to whether they were appointed in the first place.[42]But this is to an extent irrelevant to the issue I am to consider on this interim application. I am asked on this application to direct the Registrar of Companies, by way of interim injunction, to remove the charges as void, and restrain Charles St from enforcing the charges in the meantime.[43]But that is an injunction I cannot properly make, because Charles St would have to be a respondent to that application, and to any claim seeking to declare their charges (and potentially the loan) invalid. They may have legal or factual arguments to make in relation to the authority of those who committed the Company (or their apparent authority, or that authority does not matter providing they are acting in good faith, etc), or an entitlement to a charge by unjust enrichment or similar principles, having parted with the loan funds of around £250,000 (I understand). They have not been notified of this application and have not had an opportunity to make submissions. Moreover, these injunctions, like some of those considered above, are final in nature, being essentially declarations as to the legal validity and then implementation of that decision. In any event, the directions to remove the charges are not the proportionate minimum required scope of an interim injunction.[44]I accept that were the other problems not present, paragraph 6 of the draft order, which seeks not to remove or invalidate the charges but to prohibit their enforcement, is a truly interim (rather than final) remedy and could be appropriate, although only in the interim pending proper resolution of the validity of the charges, which this claim does not in its current draft form do. But Charles St have not sought to enforce the loan on the basis of default etc, or to act under any charges, so there is no immediate conduct to restrain. And, again, I have not heard from Charles St. If such action is taken by them, the Company can respond to it by disputing validity or enforceability then, or seeking restraint.[45]That exhausts the injunctions sought in the draft order attached to the application notice of 19 September 2025, although not those identified in the Applicant’s skeleton argument.[46]The Applicant there also calls into doubt the propriety of the payment of £150,000 of the borrowed funds from the Company to Tabernacle Construction Ltd/George Movery Livingston. The Applicant’s skeleton at paragraph 23 seeks an order that “Tabernacle Construction Ltd /George Movery Livingston return the sum of £150,000 paid to them by no later than 24 hours from the date of this hearing”.[47]There is a serious issue to be tried that this was not genuine, or was in breach of fiduciary duty, or not authorised. On the limited material I have, I can see that what could have been personal inducements were paid to Mr Green in return for the granting of the construction contract, the loan appears to have a very high risk of default with no obvious plan for repayment after the 18 months (and the loan apparently required proof of affordability but I have not seen the documents purporting to prove that), and there are the familiar problems with authority discussed above based on the dispute as to the membership and lawful directors.[48]But there are insuperable obstacles to convincing the Court that this is an appropriate injunction to grant now: i) Most importantly, the third party construction company have not been given notice of this application and are not respondents to it, so have not had an opportunity to make representations as to whether the contract is valid, what work they have done that has enriched the Company, whether they changed their position in good faith etc. ii) I do not therefore have evidence as to whether they still hold the money and could comply with the order, or whether it would cause hardship. iii) I do not have any assurances that would preserve the money in the hands of the Company in the event that it was repaid but ultimately was found owing to the construction company.[49]More generally, it seems to me that if the aim were to freeze the sums advanced in the Charles St loan, in the hands of the third parties such as Tabernacle Construction who (may) now hold them, then that is the application that would have to have been made against them, although of course the appropriate application and aims are matters for the parties and not me. I merely note that the Applicant has not made that application.

Other factors and the balance of convenience

[50]For the above reasons, I refuse to grant the relief sought by the Applicant. For completeness, I note that there are other factors that point away from my ordering the injunctions sought:(1) The Applicant has shown no urgency about issuing its claim and seeking final resolution of the underlying matters. It has been eight months since the injunction was first applied for, and the claim form and particulars of claim have still not been filed and served.(2) The Applicant has offered a cross-undertaking but there is no evidence that the Company could satisfy any damages liability under it. More importantly, in addition to the third party lender and construction company were those injunctions granted, the person who will suffer damage from the relief sought if it ultimately turns out that the claim fails and e.g. the 11 July meeting did not validly remove the Respondents as directors and the various transactions were authorised, is the Company itself. For a cross-undertaking to work it would really have to be offered by the Hoxton directors who have procured that the Company bring the Application and claim.(3) I remain concerned as to the uncertainty as to whether the individuals procuring that the Company make these applications do in fact have authority to do so, and that therefore the first step towards granting relief to the Company has not been satisfied, a problem which has not been sufficiently addressed by the parties.

Conclusion on the Application

[51]I refuse the injunction sought. I do not resolve any of the underlying questions as to who was properly appointed and dismissed when, and what loans or charges are valid. I can see that the individuals purporting to represent the Applicant have genuine concerns, and real grounds for such concerns. Whoever has control of the Company, there may be other avenues available to any concerned member or interested party. The Respondents in an earlier skeleton themselves suggested an unfair prejudice application as a possible route, and a derivative action may be another. Or a sufficient majority of the members can ultimately achieve what they want to in terms of replacing any director, altering the articles, and presumably replacing their bishop if necessary. But the applications I face are specific applications for an interim injunction.[52]But the issue of who has the right to control the Company—which I have made clear is ultimately one of who are the members—is one that has arisen in the Application and sits behind much of the relief in the draft application order and the draft claim. It clearly needs resolving. Accordingly, as noted above, I will order that the claim form must be issued and served, and order a preliminary issue on the questions going to control. If that is pursued, I strongly urge the parties to retain counsel, as the hearing will turn heavily on legal points of company law, and also because the hearing is much more likely to reach a conclusive and correct answer if there are lawyers guiding the evidential process in the lead up to the preliminary issue.[53]Of course, having read my judgment and heard what I said at the hearing, it may be open to the Applicant (or those purporting to direct the Applicant) not to pursue this matter. There will always be liberty to apply for that purpose. The undertakings would likely be discharged, and the preliminary issue halted. There would be cost consequences, and I or another judge would consider those, but it would not be automatically the case that the Applicant would have to pay all costs expended to date. It seems to me that the questions as to who controls the Company did and does need to be resolved, whatever the answer turns out to be.[54]The best way of resolving all this question of control would be for all possible members to agree a governance regime (who are the members, who are the directors, etc) going forward that should be beyond legal challenge. That would not prevent anyone from complaining, including through legal causes of action, about prior conduct of Mr Green or anyone else. But this Court cannot force anyone to agree anything and the preliminary issue is ordered on the basis that the possible members cannot all agree.

Should the Court call a meeting under s306 Companies Act 2006?

[55]The Applicant’s backup application to the injunction upholding the 11 July 2025 decisions, not set out in its application notice and draft order but mentioned in its counsel’s skeleton, is that if the removal of Mr Green was defective, the Court order a meeting under s306 of the Companies Act 2006.[56]Although I will not determine whether the removal of Mr Green was defective, I had initially been of the view that ordering a meeting might be the best outcome. A properly called meeting would sweep aside disputes as to notice etc. However, given that the crux of the dispute appears to be who the members are, I do not now think a valid meeting would solve the Company’s problems, and it would merely delay rather than accelerate that solution.[57]I nevertheless set out the legal position on whether the Court can and should call such a meeting, in case useful to a later judge in this case or another case, although the Applicant’s counsel did not himself cite any authorities to guide the Court.[58]The earlier law is usefully summarised in Schofield v Jones [2019] EWHC 803 (Ch) at [22]:
“The leading case on s.306 is the decision of the Court of Appeal in Union Music Ltd v Watson [2003] EWCA Civ 180; [2004] B.C.C. 37 . This was a decision under s.371 of the Companies Act 1985 , which was in the same terms as s.306 of the 2006 Act. The principles to be derived from the judgement of Peter Gibson LJ in that case are helpfully summarised by Mr Richard Sheldon QC (sitting as a deputy High Court judge) in Vectone Entertainment Holding Ltd v South Entertainment Ltd [2004] EWHC 744 (Ch); [2005] B.C.C. 123 at [32], as follows: “(a) Section 371 of the Companies Act 1985 is a procedural section intended to enable company business which needs to be conducted at a general meeting to be so conducted. A company should be allowed to get on with managing its affairs without being frustrated by the impracticability of calling or conducting a general meeting in the manner prescribed by the articles and the Act. (b) Where there is a majority shareholder and no class rights attaching to a particular class of shares which the convening of a general meeting is designed to override, the court in exercising its discretion under s.371 will consider whether the company is in a position to manage its affairs properly and will take into account the ordinary right of the majority shareholder to remove or appoint a director in exercise of his majority voting power. (c) The fact that quorum provisions in the articles require two members’ attendance is not in itself sufficient to prevent the court making an order under s.371 to break a deadlock in favour of a majority shareholder who is seeking a proper order, such as the appointment of a director, which he has the right to procure in ordinary circumstances. (d) Section 371 is a procedural section not designed to affect substantive voting rights or to shift the balance of power between shareholders in a case where they had agreed that power should be shared equally and where the potential deadlock is something which must be taken to have been agreed for the protection of each shareholder. However, a quorum provision is not in itself sufficient to constitute such an agreement.”” “(a) Section 371 of the Companies Act 1985 is a procedural section intended to enable company business which needs to be conducted at a general meeting to be so conducted. A company should be allowed to get on with managing its affairs without being frustrated by the impracticability of calling or conducting a general meeting in the manner prescribed by the articles and the Act. (b) Where there is a majority shareholder and no class rights attaching to a particular class of shares which the convening of a general meeting is designed to override, the court in exercising its discretion under s.371 will consider whether the company is in a position to manage its affairs properly and will take into account the ordinary right of the majority shareholder to remove or appoint a director in exercise of his majority voting power. (c) The fact that quorum provisions in the articles require two members’ attendance is not in itself sufficient to prevent the court making an order under s.371 to break a deadlock in favour of a majority shareholder who is seeking a proper order, such as the appointment of a director, which he has the right to procure in ordinary circumstances. (d) Section 371 is a procedural section not designed to affect substantive voting rights or to shift the balance of power between shareholders in a case where they had agreed that power should be shared equally and where the potential deadlock is something which must be taken to have been agreed for the protection of each shareholder. However, a quorum provision is not in itself sufficient to constitute such an agreement.””
[59]Lindsay J summarised in Might SA v Redbus Interhouse plc (9 July 2003), which cited earlier authorities, the following propositions:
“the question necessarily raised by the introduction of that word ‘impracticable’ is merely this. Examine the circumstances of the particular case and answer the question whether, as a practical matter, the desired meeting of the company can be conducted, there being no doubt of course that it can be convened and held. Upon the face of the section there is no express limitation which would operate to give those words ‘is impracticable’ any less meaning than that which I have stated and I can find no good reasons in the arguments which have been addressed to me on behalf of the respondents for qualifying in any way the force of that word ‘impracticable’ or the interpretation which I have placed upon it, and therefore upon that point I am favour of the applicant.”
Further:
“Whether or not it is so impracticable is a question which has to be answered by examining the circumstances of a particular case.”
He added:
“It does not matter for what reason it is shown to be impracticable, but impracticable it has to be shown to be.”
[60]It is clear, including from the El Sombrero decision, that the term ‘impracticability’ does not mean impossibility. The cases show that impracticality can arise where, for example, the articles require a certain number of people to be present in person but that is physically impracticable (see the Scottish decision of Edinburgh Workmen’s Houses Improvement Co Ltd, Petitioners [1935] SC 56, 1934 SLT 513), or where a minority shareholding can prevent the majority shareholding exercising its power by refusing to attend meetings because the majority shareholding cannot get a quorum together, such as where there are only two shareholders (Schofield v Jones [2019] EWHC 803 (Ch); In Re El Sombrero Ltd [1958] Ch 900). These sorts of quorate difficulties are a key feature of cases in which this provision is properly used to call a meeting; the provision is not intended to permit the court to break a voting deadlock when a meeting has been convened (see the quotation above from Union Music Ltd v Watson, under the similar section 371 Companies Act 1985, and see Palmer’s Company Law paragraph 7.519 in a section titled ‘Not designed to alter the agreed balance of power’).[61]The present case is rather different. I do not have evidence that directors have refused to call a meeting on petition of 5% of the membership, or that if they did 50% of the members would not be able to attend the meeting. There is uncertainty as to directorship, but that can be solved by the membership.[62]However, in Re British Union for the Abolition of Vivisection [1995] 2 BCLC 1, a meeting had been held and degenerated into a near riot, so the court was willing to order a meeting at which voting by proxy was permitted. I also note that the provision that allows the members to request a meeting does require there to be directors to whom the request can be sent under s303 Companies Act 2006. In Puzitskaya v St Paul’s Mews (Islington) Ltd [2017] EWHC 905 (Ch), the lack of directors who had been correctly appointed or ratified meant that the court was willing to call a meeting, and the present situation is somewhat similar. Any request by members to the directors for a meeting can be met with the objection that the directors are not true directors. This takes us back to the dispute as to whether directors were properly removed in July 2025, and, for some, appointed in 2024. By analogy with Puzitskaya, this difficulty is one the court can properly solve under s306, as the impracticability is the impracticability of having an undisputedly lawful meeting.[63]I conclude that the court can lead the members to the water of a meeting. The problem is that the Court cannot break any deadlock i.e. make them drink. And as noted above, the only way to solve the deadlock seems to be to resolve the questions I have identified as requiring a preliminary issue. I therefore do not at this stage order a meeting.

Interim protections

[64]This preliminary issue (and then the true members/directors taking action) will take some time. In the meantime, there is the question of whether interim protections provided by undertakings and orders in this case should continue. These relate to the ongoing operation of the Company. I suggested during the hearing that the parties may want to craft more precise undertakings or orders to ensure regularity of dealings. It is in everybody’s interests, including Mr Green’s, that all dealings are scrupulously recorded and countersigned, and done by bank transfer not cash, and separated from all personal bank accounts and business. But the Respondents offered to continue the undertakings in paragraphs 1 to 6 of the Mann J order of 30 January 2025, and the Applicant did not press for any others, so I am content to accept those undertakings and not make any further interim orders by way of protection.

Information provision and enforcement

[65]A separate application has been made, dated 20 February 2026 and supported by the First Witness Statement of Lorna Vassell of that date, in relation to breaches of past orders to provide information. Irrespective of who was properly a director when, those orders were properly made by the High Court and have not been appealed or set aside. It was therefore mandatory for the Respondents to comply with them. I have made clear to Mr Green that court orders are binding and important, and ultimately breach of them can result in committal applications and in extreme cases prison.[66]I can deal with this application relatively quickly. It seeks unless orders that Mr Green’s witness evidence be struck out, he be debarred from defending the claim, and the Applicant have permission to apply for judgment.[67]I am not going to make those unless orders, for at least the following reasons: i) The claim has not been issued. There is only a draft claim. It may change in its final form. And no judgment could be entered. And there is no evidence filed in that claim which I could strike out, because there is no claim. All the evidence is filed pursuant to the interim applications I have been resolving, and striking that evidence out would merely hinder any future Judge considering this matter. ii) The unless order would not be effectual, and judgment in this manner would be undesirable, where the claim would remain to be fought against the Second and Third Respondents anyway (no unless order being sought against them). iii) The terms of the unless order at least arguably go beyond the prior Mann undertaking 7 and Anderson KC order. It is not clear that all bank statements fall within the prior undertaking and order, and in any event the order is not in the same terms as the prior undertaking and order. iv) Mr Green has not had solicitors on record since 21 January 2026, and so has not had assistance in understanding and performing his obligations. Moreover, he did apparently comply with most of the document provision undertakings and orders. The step of an unless order would therefore in my view be premature.[68]That said, the undertakings and order having been given and made, and they must be complied with where that is possible. I am not willing to order new categories of document provision (and the Applicant did seek some orally), as further documents should be provided, if at all, under the process of disclosure for the preliminary issue or more generally in the claim once issued. I am, however, willing to police and restate the prior orders for disclosure of categories that have not been provided and should have been.[69]The explanations for non-compliance are given in Mr Green’s Second Witness Statement dated 17 February 2026. Even allowing for Mr Green not having solicitors on record or fully retained at the time, this is a very poor explanation. It explains that he only saw his lawyer on 13 February, and was told by Mailboxes Etc that printing/photocopying would not be available until 17 February 2026. This gives some explanation for delay of those few days but does not explain why any documents were not produced by 20 February, the date of the Applicant’s application, still less why they were not produced in the three months since then.[70]Ms Vassell explains in her witness statement that some documents were served on 18 February 2026, and identifies the missing categories, including in paragraph 36. Mr Kynoch for the Respondents did not seriously dispute that the missing categories should be provided and have not been, and discussion in Court gave me hope that they will be. The categories that I will order be provided are as follows: i) Bank statements for the Metro Bank account 53444896 since its being opened in 2023. ii) All cheque stubs for all relevant accounts. The precise wording of the order can be considered, but the solution to the photocopying difficulties that Mr Green has is that Mr Green will be ordered to hand over the cheque stubs to the Applicants or their lawyers, they will photocopy them, and they will return the originals to Mr Green. (It will not form part of the order, but the parties including Mr Green should be reminded that they are expected to preserve and not destroy all relevant evidence.) iii) Any documentation explaining, evidencing, discussing or underlying payments by which the Charles St loan proceeds were spent or transferred (other than the £150,000 that was sent to Tabernacle Construction Ltd). Mr Green offered through counsel to also provide a witness statement explaining these payments, and I will order that too, although that is additional to and in no way cuts back the obligation to provide all documents in this category.[71]The additional category of “receipts and evidence of payments to Mr Livingston” (to quote Ms Vassell’s witness statement) I do not order. Mr Kynoch told me on instructions that there are no receipts, and I would not expect there to be, and I have seen documentation already disclosed relating to payments to and from Mr Livingston. The category is potentially broad and I prefer to leave these, to the extent not already disclosed, to be ordered and disclosed in future if and when relevant to a triable issue in the claim.

Costs

[72]The Applicant failed on the Application, save to secure the continuation of the undertakings previously provided, but succeeded on some of its enforcement application. Moreover, a hearing was plainly necessary, given the deadlock in the Company and that an expensive Property and potential development are in issue with some urgency. The costs of the hearing before Mann J were reserved on 30 January 2025 to “the judge hearing the application on the return date”. The only costs order made at the hearing of Mark Anderson KC on 6 February 2026 (which may lay claim to being the return date, although the original hearing was on notice) was “No order as to the costs of this hearing”. I am minded to reserve the costs of this hearing, and any costs that were reserved by Mann J that remain outstanding, to the preliminary issue trial judge or further order of any other judge hearing this matter in the future.