Feige Gitle Tova Brinner v Avigdor Azriel Brinner & Ors [2026] EWHC 1462 (Ch)

[2026] EWHC 1462 (Ch)Case No PT-2025-000321IN THE HIGH COURT OF JUSTICECHANCERY DIVISIONBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESPROPERTY, TRUSTS AND PROBATE LISTVenue Royal Courts of Justice, Rolls Building Fetter Lane, London, EC4A 1NLDate 16/06/2026
Before
Deputy Master Valentine
B E T W E E N :
Between
FEIGE GITLE TOVA BRINNERClaimantAVIGDOR AZRIEL BRINNERDefendantSHEINDEL LEAH MOSSBERGDefendantRACHEL REICHBERGDefendantNATHAN BRINNERDefendantESTER MALKA MEISLESDefendantBEN ZION BRINNERDefendantYEHUDIT REIFERDefendantYECHIEL MECHEL BRINNERDefendant
Sebastian Kokelaar KC (instructed by Rechtschaffen Law) for ClaimantMark Baxter (instructed by Druces LLP) for First, Fourth, Sixth and Eighth Defendants The Second, Third, Fifth and Seventh Defendants did not appear and were not representedHearing Hearing dates: May 7-8 2026
JUDGMENTThis judgment was handed down remotely at 10:00 am on 16 June 2026 by circulation to the parties or their representatives by e-mail and by release to the National ArchivesDeputy Master Valentine:
[1]This is my judgment in a Part 8 claim under s50 of the Administration of Justice Act 1985 for appointment of a substitute personal representative for the estate of Moshe Yitzak Yehuda Brinner (the “Deceased”) who died on 26 August 2024.

PARTIES AND BACKGROUND

[2]The Claimant is the widow of the Deceased. They married in 1988. They had both been married previously. The Claimant had four children from her first marriage and the Deceased had eight from his. The Defendants are the Deceased’s eight children from his first marriage, who are residuary beneficiaries under the Deceased’s will. The First Defendant, Avigdor, the Deceased’s eldest son, is also the executor the Claimant seeks to replace. For ease of reference, as many of the parties have the same surname and intending no disrespect, I refer to the First Defendant in this judgment by his first name, Avigdor.[3]Defendants Two, Three, Five and Seven did not file acknowledgements of service in respect of the claim, and have taken no part in the hearing. The remaining 4. References to submissions on behalf of the Defendants refer to the active Defendants.[4]The Deceased, and all of the parties to this claim, are Hassidic Jews. Prior to their marriage, the Claimant had worked as a teacher in Israel but she gave that up to move to London with the Deceased when they married. It is part of the relevant background to the claim that she says that this was on the agreed basis that the Claimant and Deceased would share all their assets equally. She looked after the home and the 12 children of the family while they were young, and then returned to teaching, as the principal of a Hebrew school in North London. The Deceased was a businessman with interests in real property, though the extent to which he retained those interests at the end of his life is in issue between the parties. The Estate[5]The estate is valued at just under £1,000,000 as set out in the IHT400 tax return prepared in relation to it. That includes the Deceased’s 50% interest in the family home in North London (the “Family Home”), the other 50% of which is owned by the Claimant, as well as one apartment owned by the Deceased in Israel, some cash and chattels and one A Ordinary Share in a UK company called Devonstate Ltd (the “Devonstate A Share”).[6]It is the Claimant’s position that the true value of the estate must be much higher than this. In particular, she says that the Devonstate A Share is worth more than the £1 value assigned to it in the tax return and that the estate valuation fails to take account of beneficial interests that she believes the Deceased held in various companies. In this category, she says that(i) the Deceased was a 40% beneficial owner of a UK company called Archester Ltd (“Archester”), a property company legally owned by Avigdor and a business partner outside the family, whose recent publicly filed accounts show it holds investments with a net asset value over £15 million,(ii) the B Ordinary Shares in Devonstate Ltd, legally owned by Avigdor and two of his siblings, were held by them as nominees for the Deceased and should be part of the estate, and(iii) there are references in the Deceased’s papers to other beneficial interests in companies that need to be investigated. The Will[7]On 13 April 2016, the Deceased made a will, which has been referred to in these proceedings as the “English Will”. He was professionally advised in its preparation. The terms of that will appoint Avigdor as executor and include a gift of £350,000 outright to the Claimant. There is a dispute over the proper construction of the language of the English Will when it comes to the gift of the residue, in particular whether, as the Claimant says, it creates a discretion for the executor to use the assets of the estate to provide an income for the Claimant or, as the Defendants say, the residuary estate is given absolutely to the eight children of the Deceased. The Claimant is certainly a “beneficiary” of the estate and entitled to bring the s50 claim to replace the executor, but the true extent of her interest in the estate is relevant to the question of whether that executor should be replaced and I am asked by the Defendants to make a determination on this point. I return to this later.[8]The Deceased executed a further document, referred to as the “Hebrew Will” in 2020. Its terms are different in some respects to the English Will. The Hebrew Will leaves the residuary estate equally to the eight Defendants “except as specified in this document”. It goes on to make a gift of certain properties in Israel to the Claimant “in return for” her share of the Family Home and says she “shall receive from the income from my property” a lifetime income which, to paraphrase, is to be equal to 1/9 of the income generated from the property capped at £7,500/month, and the gifts are conditional upon the Claimant not contesting the will or making certain further claims. However, both parties say, though for different reasons, that this is not a provable will for English law purposes and therefore does not supersede the English Will.[9]The Hebrew Will has nonetheless been relevant to these proceedings. It was the Hebrew Will that Avigdor provided to the Claimant immediately after the traditional 7-day shiva period of mourning for the Deceased, and there is an allegation, which is disputed, that Avigdor “hid” the English Will and wanted, and still wants, to distribute the estate in line with the Hebrew Will and according to its conditions. That would be by agreement among the beneficiaries, and it is part of the Claimant’s case that inappropriate pressure has been placed on her to agree to this or otherwise to resolution of these disputes outside of the English legal system in the Beth Din, rabbinical court. The Claim[10]After the Deceased’s death in 2024, the Claimant appears to have been surprised both by the purported value of the estate, and the manner in which the estate was distributed by the English Will (and the Hebrew Will). Its sharing of the residuary estate does not reflect what she considers was agreed between her and the Deceased at the time of their marriage and recorded in writing in an agreement called a Tenaim which provided, inter alia, that: “All the money and savings and apartments of both parties will be transferred in equal shares and will be in the name of both parties, which will take place 6-12 months after the time of the marriage”.[11]The Claimant has indicated she is considering making a claim against the estate on the basis that she is the 50% beneficial owner of all of the Deceased’s assets under a constructive trust or making a claim under the Inheritance (Provision for Family and Dependants) Act 1975 (the “1975 Act”). At present she has not done so, however, and her claim is for Avigdor to be replaced as executor of the estate with an independent, professional executor. She advances this claim because of allegations of(i) material misconduct by Avigdor since the Deceased’s death,(ii) a breakdown in the relationship between the Claimant and Avigdor and(iii) Avigdor’s conflicts of interest with the estate.

THE LEGAL PRINCIPLES

[12]Section 50(1) of the Administration of

Justice Act 1985 reads as follows:

“(1) Where an application relating to the estate of a deceased person is made to the High Court under this subsection by or on behalf of a personal representative of the deceased or a beneficiary of the estate, the court may in its discretion— (a) appoint a person (in this section called a substituted personal representative) to act as personal representative of the deceased in place of the existing personal representative or representatives of the deceased or any of them; or (b) if there are two or more existing personal representatives of the deceased, terminate the appointment of one or more, but not all, of those persons. … (a) appoint a person (in this section called a substituted personal representative) to act as personal representative of the deceased in place of the existing personal representative or representatives of the deceased or any of them; or (b) if there are two or more existing personal representatives of the deceased, terminate the appointment of one or more, but not all, of those persons. … (5) In this section “beneficiary”, in relation to the estate of a deceased person, means a person who under the will of the deceased or under the law relating to intestacy is beneficially interested in the estate”
[13]In Thomas & Agnes Carvel v Carvel [2007] EWHC 1314 (Ch) Lewison J at [46] said “The overriding consideration is, therefore, whether the trusts are being properly executed; or, as he put it in a later passage, the main guide must be “the welfare of the beneficiaries.””[14]Chief Master Marsh in Harris v Earwicker [2015] EWHC 1915 (Ch) at [9] summarised the principles for the court in exercising its discretion as follows:
“i. It is unnecessary for the court to find wrongdoing or fault on the part of the personal representatives. The guiding principle is whether the administration of the estate is being carried out properly. Put another way, when looking at the welfare of the beneficiaries, is it in their best interests to replace one or more of the personal representatives? ii. If there is wrongdoing or fault and it is material such as to endanger the estate the court is very likely to exercise its powers under section 50. If, however, there may be some proper criticism of the personal representatives, but it is minor and will not affect the administration of the estate or its assets, it may well not be necessary to exercise the power. iii. The wishes of the testator, as reflected in the will, concerning the identity of the personal representatives is a factor to take into account. iv. The wishes of the beneficiaries may also be relevant. I would add, however, that the beneficiaries, or some of them, have no right to demand replacement and the court has to make a balanced judgment taking a broad view about what is in the interests of the beneficiaries as a whole. This is particularly important where, as here, there are competing points of view. v. The court needs to consider whether, in the absence of significant wrongdoing or fault, it has become impossible or difficult for the personal representatives to complete the administration of the estate or administer the will trusts. The court must review what has been done to administer the estate and what remains to be done. A breakdown of the relationship between some or all of the beneficiaries and the personal representatives will not without more justify their replacement. If, however, the breakdown of relations makes the task of the personal representatives difficult or impossible, replacement may be the only option. vi. The additional cost of replacing some or all of the personal representatives, particularly where it is proposed to appoint professional persons, is a material consideration. The size of estate and the scope and cost of the work which will be needed will have to be considered.”
[15]It is not a part of this exercise to make findings of fact to the civil standard of proof in respect of the conduct of the existing personal representative. Chief Master Marsh said in Schumacher v Clarke [2019] EWHC 1031 (Ch) at [18] “It will often suffice for the court to conclude that a party has made out a good arguable case about the issues that are raised.” This means that in furtherance of a pragmatic exercise of court discretion, concerns that are “more than barely capable of serious argument, but not necessarily one which the judge considers would have a better than 50 per cent chance of success” This is the definition of the “good arguable case” test set out by Mustill J in Ninemia Maritime Corp v Trave Schiffahrtsgesellschaft GmbH (“The Niedersachsen”) [1983] 2 Lloyd’s Rep 600 at 605 and can be weighed in the balance on the question of whether the personal representative should be replaced, so that the estate can and will be properly administered.[16]This case is argued on the basis that, among other things, there are conflicts of interest between Avigdor and the estate. In Long v Rodman [2019] EWHC 753 (Ch) at [25] Chief Master Marsh explained “Where the personal representative is or may be in a position of conflict because of intimated claims against him which need to be investigated, this is a material consideration in the exercise of the Court's discretion. Conflict does not have to be established to merit removal; an outward appearance of or potential for conflict can result in removal: see In re Folkes [2017] EWHC 2559 (Ch), [24] and Re Weetman; James v Williams [2015] WTLR 1745.”[17]The whole broad canvas of the evidence should be considered, as Deputy Master Linwood in Re Folkes [2017] EWHC 2559 (Ch) said at [41] “Further, the whole maybe more than the sum of the parts in that individual claims maybe borderline but together they may persuade the court that investigation is necessary. Then the question of the replacement of the Executors must be considered in the context of their position as far as knowledge and possible conflicts of interest are concerned.” DISCUSSION 19. The Claimant’s Interest in the Estate[18]The extent to which the Claimant is interested in the estate under the English Will is relevant to both the questions of whether the First Defendant’s alleged hostility towards her affects the administration of the estate and the extent to which she is affected by his conflicted position (relative to the other beneficiaries who are not concerned by the conflicts). The parties agree this is a matter that I can determine 21. today, it being a question of interpretation of the English Will, and I have determined it is important to do so.[19]In Marley v Rawlings [2015] AC 129 at [19-20] Lord Neuberger said:
“19 When interpreting a contract, the court is concerned to find the intention of the party or parties, and it does this by identifying the meaning of the relevant words, (a) in the light of (i) the natural and ordinary meaning of those words, (ii) the overall purpose of the document, (iii) any other provisions of the document, (iv) the facts known or assumed by the parties at the time that the document was executed, and (v) common sense, but (b) ignoring subjective evidence of any party’s intentions. In this connection, see Prenn, at pp 1384—1386 and Reardon Smith Line Ltd v Yngvar HansenTangen (trading as H E Hansen-Tangen) [1976] 1 WLR 989, per Lord Wilberforce, Bank of Credit and Commerce International SA v Ali [2002] 1 AC 251, para 8, per Lord Bingham of Cornhill, and the survey of more recent authorities in Rainy Sky, per Lord Clarke of Stonecum-Ebony JSC, at paras 21—30. 20 When it comes to interpreting wills, it seems to me that the approach should be the same.”
[20]In this case the relevant provisions of the English Will read as follows: after the appointment of Avigdor as sole executor and trustee of the will (in Clause 3) and gifts of personal possessions (Clause 4) and the gift of £350,000 to the Claimant which “can be made from either cash, property or shares or a mixture of one or more of the same” (in Clause 5) it continues:
“6. Administration of Estate. My executor and trustee must hold the remainder of my estate on trust. My executor and trustee may sell all or any of the assets in my estate as he considers appropriate. From my estate he must pay: 6.1 my debts; 6.2 my funeral and testamentary expenses; 6.3 any gifts in this Will or any codicil to this Will; and 6.4 any Inheritance Tax that may be due by virtue of my death. My executor and trustee must hold whatever remains in my estate when thesepayments have been made (Trust Fund) upon the trusts in the followingclauses. The term Trust Fund also includes the assets representing the remainder, and any added income. 6.1 my debts; 6.2 my funeral and testamentary expenses; 6.3 any gifts in this Will or any codicil to this Will; and 6.4 any Inheritance Tax that may be due by virtue of my death. My executor and trustee must hold whatever remains in my estate when thesepayments have been made (Trust Fund) upon the trusts in the followingclauses. The term Trust Fund also includes the assets representing the remainder, and any added income. 7. Gift of the Trust Fund 7.1 Subject to the above, my executor and trustee must hold the TrustFund on trust to divide it into eight equal shares. My executor andtrustee must hold one share on trust absolutely for each of my childrenas follows: 7.1.1 AVIGDOR; 7.1.2 SONIA; 7.1.3 RACHEL; 7.1.4 NUSSI; 7.1.5 ESTER MALKA; 7.1.6 MECHEL 7.1.7 BENNY; and 7.1.8 JUDITH. … 7.3 In this will I have provided for my wife by way of a tax free gift of £350,000 (three hundred and fifty thousand pounds). I have made arrangements prior to my death for my wife to be provided for after my death. My wish is that she shall be provided with an income for her life of £100,000 gross per annum (one hundred thousand pounds) after my death. 7.4 It is my wish although not binding on my executor and trustee that he makes arrangements from my estate to provide an income of £100,000 gross per annum (one hundred thousand pounds) to my wife for her life if the arrangements in clause 7.3 above have not been satisfied and made before my death to take effect after my death. I intend on leaving my executor and trustee a non-binding letter of wishes which shall guide him so that my wife is looked after sufficiently after my death.”
(emphasis added)[21]It was not disputed at the hearing that the Deceased had not made the arrangements in his lifetime that he refers to at Clause 7.3, and that therefore Clause 7.4 is the relevant clause dealing with the Deceased’s wishes in respect of an income for his wife. It was also common ground that the provisions of Clause 7.4 do not constitute “a gift in this will” under Clause 6.3.[22]The Claimant says(i) the Trust Fund is, under Clause 6, left on the trusts in the following “clauses” and she says this must include not just Clause 7.1 but the following clauses as well, including Clause 7.4, and(ii) the court can and should construe the English Will so as to confer on the executor and trustee by necessary implication a power to pay the Claimant an income of £100,000 per annum from the estate in her lifetime, otherwise Clause 7.4 has no meaning. Mr Kokelaar KC relies on Key v Key 4 De GM & G 73 to say that this is one of the:
“many cases upon the construction of documents in which the spirit is strong enough to overcome the letter; cases in which it is impossible for a reasonable being, upon a careful perusal of an instrument, not to be satisfied from its contents that a literal, or strict, or an ordinary interpretation given to particular passages, would disappoint and defeat the intention with which the instrument, read as a whole, persuades and convinces him that it was framed. A man so convinced is authorized and bound to construe the writing accordingly.”
[23]Mr Kokelaar KC submits that the will is clear that the Deceased wished to provide a lifetime income of £100,000 per annum for his wife. He says I cannot ignore the language the Deceased used indicating that the executor could make arrangements “from my estate” to provide for this income to her, that it would make no sense to provide for this while also giving the executor no power to do so, and as such the English Will should be construed to give him that power.[24]Mr Baxter for the Defendants says that the English Will is clear on its face – it requires the executor to divide the residuary estate into 8 equal shares and hold one share “on trust absolutely” for each of the Defendants. All of the residuary estate is therefore spoken-for with no discretion left to the executor. Notwithstanding the non-binding wish set out in Clause 7.4 it is not possible for any executor to unilaterally apply any part of the residuary estate to generate an income for the Claimant. If the executor were to use part of the residuary estate to make additional provision for the Claimant he would be liable to any nonconsenting beneficiary for breach of duty. The only way that the executor can “make arrangements” to use these assets to generate an income for the Claimant is to obtain the Defendants’ agreement to do so from the assets they beneficially own absolutely, and this makes sense of the “wish” expressed in Clause 7.4.[25]On this point I agree with Mr Baxter. The English Will is clear that the residuary estate is given absolutely to the eight Defendants. The term “Trust Fund” is defined to mean everything left over after payment of debts, expenses, gifts and inheritance tax. It is agreed that provision for income for the Claimant does not fall within any of those categories, so is not taken out before the Trust Fund is constituted. Clause 7.1 divides the Trust Fund into 8 and gives one share to each Defendant. There is, in my judgment, nothing left over which would allow any executor to make provision “from my estate” for further distributions to the Claimant.[26]It is true that Clause 6 provides that the Trust Fund will be distributed in “upon the trusts in the following clauses” (plural). However, it seems to me that the trusts referred to are created in Clause7.1 and7.2 (which says what happens if one of the Defendants predeceases the Deceased) making sense of the plural, and the very clear language that the wish in Clause 7.4 is non-binding prevents me treating that as a trust to which that plural could apply.[27]It would not be consistent with the clear language of Clause 7.1 to imply the gifts are “subject to” the wishes in Clause 7.4 or imply language with similar effect – it would be incompatible with the giving of an absolute gift of the whole of the residue which Clause 7.1 does. The wish in Clause 7.4 is that the executor will “make arrangements” to secure an income for the Claimant “from the estate” but as the estate has been fully given away the only way the executor can do this is by obtaining agreement from the beneficiaries. To the extent that language must be implied into this will to make it work, in my judgment it does less violence to the objective meaning of the whole to treat Clause 7.4 as expressing the Deceased’s non-binding wish that the executor should make arrangements “with the beneficiaries” to provide the income specified. My reading of the English Will is that while the Deceased wanted the Claimant to have the income he specifies and expected his children to cooperate, he did not give Avigdor as executor the power to do this without the consent of the Deceased’s other children. Interest Other Than as a Legatee[28]It was suggested to me that even if the Claimant has no interest under the English Will in the residuary estate, I could take into account the Claimant’s interest in the estate as claimant in her other potential claims against the estate in the exercise of my discretion as to whether to appoint a substitute personal representative.[29]It is known that the Claimant is considering bringing a 1975 Act claim and, more speculatively, a claim on the basis of a constructive trust that she is the true owner of 50% of the assets claimed by the estate. Her counsel was frank that there would be little point bringing these claims against the estate if the estate truly has only the value attributed to it for IHT purposes. There is a sense in which she is rather going at the issue sideways in seeking to replace the executor of the estate, who would then investigate, at the estate’s cost, the possibility of enlarging the estate.[30]I am not satisfied that I can consider her interest as a potential claimant against the estate in determining whether to order that the executor be replaced. As Chief Master Marsh in Harris and Earwicker said, it is the welfare of the beneficiaries that is the guiding principle. No authority directly on point was cited to me supporting such an expansion of the interests to be considered. I was referred to Hudman v Morris [2021] EWHC 1400 (Ch) in which the executor’s behaviour in refusing to contemplate payment to a beneficiary of particular expenses as a debt of the estate contributed to Master Clark’s decision to remove him as executor. But this was simply an example of the executor’s inability to manage the administration impartially and did not advance the proposition that the interests of potential creditors of the estate per se are a matter to be weighed in the balance. I accept of course that the ability of an executor to deal appropriately with litigation against the estate is an aspect of proper administration of the estate, and I return to this under the heading of “hostility” below, but that does not support a conclusion that the interests of those suing the estate should be considered in determining whether to replace the executor.[31]It is also true that if she brings, and succeeds in, a 1975 Act claim, she will be interested in a greater share of the estate. But I do not think I can weigh her views and wishes as though she did have a greater share of the estate on this basis, firstly because such greater interest purely speculative and secondly because her views and wishes on whether the estate should incur the cost of investigating its enlargement are necessarily influenced by the fact that as a potential 1975 Act claimant she stands to benefit from a positive outcome but not share the costs. Her views in this capacity cannot therefore have any similar standing to those of the beneficiaries with real skin in the game. Appointment of a Substitute Personal Representative[32]The Claimant seeks replacement of Avigdor as executor because of(i) alleged misconduct,(ii) a breakdown in relations/hostility to her and(iii) conflict of interest. I address those arguments in reverse order. Conflict of Interest; Getting In of the Estate[33]The most substantial of the Claimant’s concerns with the First Defendant’s administration of the estate is that, she says, he has failed and due to his conflicts will continue to fail, to collect and get in all of the assets of the estate as required by s25 of the Administration of Estates Act 1925. She says that the Deceased’s beneficial interest in valuable assets has not been identified and included in the estate as they should have been, i.e. there are “missing assets”. Mr Kokelaar KC relied particularly on(i) 40% of the share capital in Archester Limited, a company with a recent net asset value of £15 million which is legally owned 70% by Avigdor and 30% by the wife of his business partner Mr Orzel and(ii) the Devonstate B Shares which are legally owned by three of the Defendants: Avigdor, Benny and Sonia. The Claimant says further that Avigdor has failed to investigate how value could be realised from the Devonstate A Share. She points out that the evidence of the English Will and the Hebrew Will supports a view that in 2016 and 2020, respectively, the Deceased thought his estate could support provision of an income to the Claimant of £100,000/year (in the English Will) or £7,500/month to her which would require a further £60,000/month to be available to the Defendants (in the Hebrew Will).[34]The Defendants say this is wishful thinking on the part of the Claimant, and whatever the Deceased may have expected at the time he executed the English Will or Hebrew Will, things have moved on and he arranged his affairs in his lifetime so as to wind down his own involvement in his business and pass it on to the next generation (particularly Avigdor), with concomitant changes in ownership. The Defendants say the appointment of an independent personal representative in order to investigate this would be expensive and run down the resources of the estate for no benefit, and is not supported by any of the residuary beneficiaries.[35]It is indisputable that Avigdor is in a position of conflict in respect of these claims, if the Claimant is right the enlargement of the estate would be to his direct financial detriment. He also says he already knows as a matter of fact that the beneficial interest in all the assets raised is held by the legal owner. If he remains personal representative. If he remains personal representative, I am satisfied these potential claims of the estate will not be further investigated.[36]The first question is therefore whether there is in fact a good arguable case that the estate has failed to collect in assets, or as Chief Master Marsh said in Long v Rodman, whether the claims “need to be investigated”. Valuation - Devonstate A Share[37]The Claimant complains that the Devonstate A Share is treated as having a nil value and says that as personal representative Avigdor is failing to properly administer the estate in failing to investigate and extract value from this asset.[38]Devonstate Ltd (“Devonstate”) is the direct or indirect parent company of four limited companies, Keyross Limited (“Keyross”), Landregal Services Limited (“Landregal”), Honeyfield Assets Limited (“Honeyfield Assets”) and Honeyfield Properties Limited (“Honeyfield Properties”). These are said to be companies that hold rental properties. Companies House filings from December 2024 show Keyross, Landregal and Honeyfield Properties together hold investment property of over £9million Honeyfield Assets is the holding company of Honeyfield Properties and so I do not include in the total the £4.3million of “investments” said to be held by that company . The Claimant submits based on a document she found after the death of the Deceased that the rental income from these properties is, or at one point was, more than £250,000/month. The Defendants do not suggest a correct figure for the total rental income, but do say that the dividend income generated by the Devonstate A share was much lower than that, as the Deceased’s tax returns from 2021/22, 2022/23 and 2023/24 show dividend income of £30,000 - £40,000 annually and no other income other than the state pension.[39]Whatever the true value of Devonstate and its subsidiaries, it is common ground that the Devonstate A Share is(i) the only Devonstate share with dividend rights, but(ii) non-voting and(iii) non-transferable; any attempt by the holder to transfer gives the Devonstate B Shareholders the right to acquire the Devonstate A Share for £1. The Companies House filings also show that the Devonstate A Share is non-participating, while the Devonstate B Shares are participating shares. It was suggested on behalf of the Claimant that this was insufficient evidence that the Devonstate A Share has no right to participate upon a winding-up, but it seems to me clear that is what this means. The Deceased told lenders that this company structure was put in place “for heritage purposes” which supports the Defendants’ argument that it was intended the Devonstate A Share would provide income in the lifetime of the holder and be valueless on the open market at the holder’s death.[40]The Claimant proposed some ways in which a personal representative could, and should, attempt to monetise the Devonstate A Share despite these restrictions. Ruling out transfers to a third party and precipitating the winding up of the Company, both of which seem to me precluded by the nature of the share, the proposals were(i) continuing to hold the Devonstate A Share for the benefit of the estate and(ii) negotiating with the B shareholders a price for ceasing to hold it. Both require the estate to be able to continue holding the Devonstate A Share indefinitely. The Defendants submit that the estate cannot do this (despite the fact that the share is worth more to the estate held than transferred) because each of the eight Defendants is absolutely entitled to their 1/8 share in the asset. Mr Kokelaar KC for the Claimant agreed that if the Claimant has no greater entitlement under the will than her £350,000 gift then this is correct. Even if I am wrong in my conclusion that she has no such additional entitlement, the Devonstate B Shareholders have the power to declare, or not, dividends and are in the better position if deadlock were to lead to the winding up of the company. For those reasons I do not consider the failure to extract additional value from this share to be a failure in proper administration of the estate. Missing Assets - Archester – The Evidence[41]Archester was initially held as a subsidiary of an offshore entity called Adville This was an offshore SPV, but there seems to be some confusion about whether there was more than one Adville entity, and which held Archester when, but this is not relevant for these purposes. in which the Deceased was interested. Subsequent to 2010 it was transferred 100% to Avigdor, and by 15 March 2016 Archester was held directly by Avigdor as to 70% and Mrs Orzel as to 30%. The Defendants assert that in or around 2010 the Deceased did hold a beneficial interest though he held no legal interest, and it was in a general restructuring to resolve disputes in 2016 among the Deceased and Avigdor (the “General Restructuring”) that the Deceased relinquished his beneficial interest in Archester (or transferred it to Avigdor).[42]The Claimant’s first argument is that if it is conceded that at some point the Deceased did have a beneficial interest in Archester then, given no evidence of transfer has been provided, any purported transfer of such interest would have been ineffective for want of writing. She relies on LA Microgroup v Frenkel [2024] UKSC 42 in which Lord Briggs JSC said, refusing permission to appeal on the point, that it was now settled that s53(1)(c) of the Law of Property Act 1925 requiring signed writing for the disposition of any equitable interest “applies to dispositions of equitable interests in all kinds of property, real or personal, and not just to equitable interests in land” [4].[43]In that case the transfer of the equitable interest was nonetheless effective as it passed pursuant to a vendor-purchaser constructive trust notwithstanding (and this was the point of the case) that it was transferred to the legal owner, thereby effectively destroying the separate equitable interest. Mr Baxter for the Defendants said the General Restructuring would be treated similarly even if there were no signed writing transferring the interest.[44]The Claimant says this is not certain even on the facts as alleged by Avigdor (for example, because there was no consideration or Avigdor’s consideration for the transfer was past consideration) but in addition maintains that the purported transfer did not happen. There are emails from the Deceased to Avigdor on 15 and 29 March 2016 suggesting in March 2016 the Deceased did have a 40% interest in this company on those dates – one proposing that Avigdor and the Deceased each buy out half of Mr Orzel’s interest in Archester so that the Deceased would no longer be in business with Mr Orzel, the other that the Deceased take 40% of the property held by Archester. She has found emails on Deceased’s computer from June, July, August, September and November 2016 from Mr Ciment (bookkeeper to Archester) with the subject line “Archester” that in each case indicate that Avigdor and Mr Orzel have taken £X, so the Deceased should take £Y (in each case being 40% of the total). The Defendants, supported by a witness statement from the accountant, say those particular emails refer to charity payments from the Company (though prima facie the ability to direct charitable payments suggests beneficial ownership just as much as the ability to take payments for himself).

Missing Assets - Devonstate B Shares – The Evidence

[45]In respect of the Devonstate B Shares, the Claimant says that the Companies House filings list the Deceased as a Person with Significant Control (“PSC”) and the company accounts list the Deceased as the ultimate controlling person, and relies on an email to the lenders to Devonstate’s subsidiary in which, in response to a question about the new A and B shareholding structure, he says “The new Company who is the Shareholder [i.e. Devonstate] is owned by me. This is done for heritage purposes”. She says these demonstrate that the beneficial ownership was not in line with the Deceased’s legal ownership of only non-voting shares, and there is therefore reason to believe his children were nominee holders for the Deceased. The First Defendant says he was not involved in the email chain with the lenders, but says that the original PSC filing was in error, and that it was not updated in order to “respect” the Deceased who they “allowed…to maintain dayto-day control of the company while alive.” Missing Assets – Other – The Evidence[46]In addition, the Claimant says the Deceased had a beneficial interest in other companies legally owned by others. She points out that the Hebrew Will purports to distribute his assets “whether registered in my name or in the name of another or in the name of a trust [regardless of who the official beneficiary is]” (square brackets in the original). Her written evidence references a number of companies that at one time seem to have been owned by the Deceased, and at the hearing Mr Kokelaar KC focused on a company called Rosefield Limited (“Rosefield”) which owned investment property worth some £13 million as of December 2024. There is a formal written statement in the names of Avigdor and Mr Orzel dated 2007 that the Deceased is a 30% holder for profit and loss in relation to a property held by Rosefield (“This is to confirm that the Building purchased in ERITH ENGLAND In the name of ROSEFIELD LTD which the registered address is at Vennit & Greeves Mr Moishe Brinnerof 28 Craven Walk London N. 16 6BU is a Share Holder of 30% for Profit and Loss”). The witness statements point to this 50. as evidence of the Deceased having a 30% interest in the company itself, but that is not how I read the statement. The shares in Rosefield have since 2006 been registered in the names of Avigdor (50%) and Mrs Leah Orzel (50%). Missing Assets – A Good Arguable Case?[47]The evidence the Claimant has located suggesting the Deceased did own such beneficial interests at the time of his death is thin. That is perhaps to be expected as(i) the Claimant was never involved in any of the Deceased’s business and does not have access to all of his records now and(ii) it is plausible that there is in any event very little in the way of writing evidencing even a fully understood and agreed beneficial ownership arrangement. On the Defendant’s end, the explanations for the inconsistencies identified by the Claimant are not obviously satisfactory, and do not seem to have been offered up early, been supported by any contemporaneous documentation or given with consistency. That is perhaps also understandable as these relate to company transactions from a decade ago which Avigdor contends are none of the Claimant’s concern.[48]It is relevant that Avigdor is most likely the living person with the best knowledge of the existence and extent of any such beneficial ownership, because he is the legal owner of the assets. By definition he already has access to all documents to which any personal representative would have access to investigate this, but he also has his own documents and his own first-hand knowledge. But of course he is directly conflicted and moreover he has refused to explain and evidence his version of events fully. The evidence the Claimant has been able to identify falls far short of reaching a balance of probabilities standard, but given the significant imbalance of information between the Claimant and the First Defendant, some of the questions she raises demand a better explanation than has been given. In particular: i) On 15 March 2016 the legal ownership of Archester was changed to 70% Avidgor and 30% Mrs Orzel. The Defendants agree that before that date the Deceased had a beneficial interest. They do not specify in their written submissions the size of that beneficial interest. Emails prima facie suggest the Deceased had a 40% interest in the company after that date. It may well be that the General Restructuring took place subsequent to those emails, but the First Defendant replied to questions about this very vaguely in a letter from his solicitors on 14 January 2026 saying:
“1…there was a dispute over the amount of work put in across the various business interests and our client, together with his father, came to an agreement whereby the Deceased gave up his interest in Archester. 2. There was no consideration. 3. Our client has nothing further to add in relation to the questions raised concerning Archester and will not be entertaining any further questions that amount to a fishing expedition.”
It seems to me it would have been easy to be specific about the date of the General Restructuring (and/or whatever agreement permitted the Deceased to direct 40% of the Company’s charitable donations) if that explains the shareholders and accountant seeming to treat the Deceased as a 40% holder throughout 2016. ii) The legal argument in relation to Archester, that the parties did not take appropriate actions to transfer the Deceased’s beneficial interest to Avigdor in any General Restructuring, is different from the others. It appears that this legal argument was only raised in skeleton argument for the hearing, and as such it is hard to evaluate its strength since there is no real evidence about how the Deceased’s beneficial interest came into existence or what steps were taken to reallocate it later, but in my judgment it does reach the somewhat low threshold of raising a good arguable case that the Deceased’s beneficial interest was not effectively transferred. iii) In respect of the Devonstate B Shares, the formation documents for Devonstate in 2016 are provided, and the strongest evidence that they are not complete, the erroneous filings listing the Deceased as a PSC and ultimate controller, may indeed be a mistake rather than an indication that the Devonstate B Shareholders are nominee shareholders, when that is expressly denied by the holders and the accountant Mr Mordechai Venit and no written declaration of trust has been provided. However, the Defendants’ evidence is that the B shareholders did “allow” the Deceased to have day-to-day control, the Deceased did say in correspondence with external lenders that the company is “owned by me” and the shareholding structure has not changed since the time the Deceased made both the English Will and the Hebrew Will in which he envisaged there would be sufficient value in his estate to pay the specified income to his wife. It seems to me that by a small margin it raises enough of a question to warrant investigation.[49]In respect of Rosefield, I have indicated I do not consider the 2007 statement as reflecting an interest in the shares of the company, but rather the “Erith” property held by Rosefield. There is in the bundle an email from the Deceased in 2016 to Avigdor which says “I also asked you to settle Erith Account with me”. Whether or not this refers to the same property, there is simply insufficient basis to say that it is more than barely arguable that the estate has failed to account for an interest in Rosefield. The same is true of the list of other companies mentioned in the Claimant’s evidence. The Claimant is only able to say that many years ago the Deceased had a properly documented interest in those companies. The legal ownership of them has changed, and it no more than speculation to say that the beneficial ownership did not change with it. It appears to me that the concerns on these points do not meet the standard of a good arguable case. Conflict -

DISCUSSION

[50]I have determined that the Claimant has identified potential beneficial interests of the estate, and while it is perfectly possible that Avigdor’s explanation is accurate, in the absence of the relevant documentation it is fair to say it remains to be resolved. Avigdor is not in a position to be impartial in the investigation.[51]This does not fully answer the question of whether these missing asset claims should be investigated. The task for an independent personal representative would in the first instance involve a limited scoping exercise. In the best case this would be completed by review of business records setting out clearly the Deceased’s legal and beneficial ownership and records of relevant transactions. There is a risk, however, that unless there is some clear documentary evidence 56. that Avigdor has not come across or has supressed to date, it could involve a more wide-ranging review of email correspondence, often in Hebrew, and extrapolation from what is found therein. Any independent personal representative would have to consider the proportionality of the cost on an ongoing basis.[52]In addition, we already know that it is disputed by Avigdor that the Deceased had any such beneficial ownership. Even if on further investigation there is a strong argument that the Deceased beneficially owned these or other assets, establishing that in law could be time consuming and costly. The potential upside may be large, but the potential cost is probably also large.[53]Unlike the Claimant, the Defendants would suffer the first cost of the investigation and possible pursuit of additional assets, and they are not in favour of a change in personal representative. The witness statements they submitted do not include any discussion of the cost/benefit analysis of seeking to establish that the estate can be enlarged, but rather, variously, support Avigdor’s continuation in the role because they trust Avigdor, consider him capable and, wish to respect their father’s choice.[54]Neither the wishes of the testator nor those of the beneficiaries are decisive. In this case I bear in mind that Avigdor himself is of course conflicted, and Sonia and Benny additionally are financially interested in the Devonstate B Shares to which the Claimant believes the estate is entitled. In addition, the Claimant’s reasons for believing the estate should be larger are set out as part only of a large volume of legal correspondence, and in written and oral argument at a hearing, in a case in which four of the Defendants are not participating, and that should be borne in mind in weighing their wishes. Just as, as set out in Harris v Earwicker, the beneficiaries cannot demand removal of a personal representative it seems to me they cannot demand he stay in post if that is not compatible with the proper administration of the estate. Breakdown in Relationship/Hostility[55]The Claimant says Avigdor harbours significant hostility towards her and has done since childhood, quoting his witness statement which says she was not “a loving and caring stepmother as some children/young adults are lucky enough to have”. In addition, there appears to be significant hostility between the Claimant and Avigdor as a result of the First Defendant’s pressure and the Claimant’s refusal to agree to resolve these disputes outside of the English legal system in rabbinical court. A letter on behalf of Avigdor to the Claimant says that in so doing she brings “shame” on the Deceased and her own father. I am satisfied that there is such hostility.

There is a risk, however, that unless there is some clear documentary evidence

[56]Hostility between a personal representative and a beneficiary is not per se a reason to replace the personal representative, the hostility must put at risk the proper administration of the estate. Here the Defendants say any hostility is irrelevant since the proper administration of the estate is not affected by the relationship between the executor and the Claimant, as she has a fixed interest that the estate can and will meet. I have found that this is the better interpretation of the English Will. On the other hand, the executor does have a discretion, which could be influenced by hostility, over the manner in which her £350,000 legacy should be satisfied. In addition, the estate may find itself in litigation with the Claimant and while I accept as Mr Baxter said this is in essence litigation against the beneficiaries and the executor should be directed by them and if necessary the court, it would be naïve to assume that pronounced hostility and a fixed view of the Claimant’s true entitlement would not in any way affect the conduct of that litigation which could end up being an important part of the administration of the estate. Misconduct[57]Under this heading, the Claimant maintains: i) When the claim was issued 7 months after the death of the Deceased, Avigdor had not substantially progressed the administration of the estate and had not applied for probate. Mr Kokelaar KC contrasted that with the alacrity with which Avidgor had removed the Claimant from her long-held position as company secretary of Landregal on the date of the Deceased’s death, and updated Companies House in a way that suggested the Devonstate A Share was cancelled or transferred (though it seems the filing with Companies House in September 2024 was inaccurate). ii) The “attempted” cancellation or transfer of the Devonstate A Share is evidence of failure to attempt to realise value from it, and therefore misconduct in itself. This purported transfer is not adequately explained. iii) The Claimant says Avigdor “deliberately misled” her about the existence of the English Will, and applied inappropriate pressure to her to transfer property owned by her, renounce claims against the estate and settle disputes outside of the English legal system. Avigdor has obtained an order from the London Beth Din that she should not proceed with any legal actions in the secular courts, and has asked the Beth Din in Ashdod to declare her and her son “refusers of Beth Din” and exclude them from matters of holiness. iv) The Claimant is the 50% owner (with the estate) of the Family Home and the only person entitled to occupy it. She says Avigdor has interfered with that entitlement by accommodating visiting family in the house without her consent, changing the lock on the Deceased’s office in the house and removing silverware from the house without the Claimant’s consent for safekeeping.[58]None of these points is sufficient individually to ground a claim that Avigdor’s administration of the estate is insufficient. The Defendants submit, and I accept, that steps towards the administration of the estate have been taken and this is not a case of serious delay or hallmarks of an executor who would not progress the administration. The dealings with the Family Home and its contents, while overbearing and further evidence of hostility and mistrust between the parties, is not such in itself as to suggest that the estate cannot properly be administered.[59]I do accept that Avigdor’s initial dealings with Companies House are not satisfactorily explained, and tend to suggest he took precipitate action to record a move of the Deceased’s Devonstate A share to himself (and to remove the Claimant from her only role within the business) but in fact those actions have not had any impact on the estate. Additionally I accept that Avigdor wants to manage the estate in line with the Hebrew Will, and has pressured the Claimant to agree to that, even in a bullying manner, but the evidence seems clear that he respects the need for consent to proceed in that way and in absence of consent has begun to and will continue to administer the estate in line with the English Will.

ANALYSIS AND CONCLUSION

[60]This is a case where there is a good deal of suspicion and ill-will between the Claimant and the executor of her husband’s estate. Although I consider there is limited scope for the executor to exercise discretion in dealings with the Claimant in the administration of the estate, there is still some scope and given the actions the First Defendant has taken against the Claimant in rabbinical court, and highly emotive tenor of his criticism of her failure to abide by the Hebrew Will, it is fair to say the First Defendant could have difficulty acting neutrally and approaching any litigation with the Claimant in that spirit. The very fact of the mistrust the Claimant has of the First Defendant may also render further litigation with the estate more likely if he remains in post.[61]The Claimant was not in his lifetime involved in the Deceased’s business but has been shocked by how relatively little is in his estate. Her claims that there must be undisclosed beneficial ownership interests in additional assets are not supported by strong evidence at present, but although it is true to say the current executor is in a better position to know than the Claimant or any other executor, he is directly interested personally in saying there are no such interests and has outright refused to explain his dealings with the Deceased in a manner that might have allayed the concerns. He has accepted that at one point the Deceased did have a beneficial interest in Archester, and that up to his death the voting members of Devonstate would do what the Deceased wanted, though he says that was out of “respect”. Moreover, even if everything proceeded exactly as the First Defendant says, the Claimant raises the prospect that the Deceased may have failed to divest himself of his interest in Archester, which would be a significant addition to the estate. The Claimant’s claims that the estate is missing out on significant assets are not without any prospect of success, and it is not proper that the First Defendant should be the person charged with determining whether it is worthwhile to pursue the claims against himself.[62]It seems to me that this is not outweighed by the fact that the residuary beneficiaries do not seek the First Defendant’s removal. The First Defendant himself, and two of the other residuary beneficiaries, have conflicted positions, and it is not clear how much of the Claimant’s analysis of the estate’s potential additional claims were known to the unconflicted beneficiaries when they made their statements in the case.[63]I am mindful that the cost of a professional to review the claims may be high particularly if there is not a clear written record, and as this court’s discretion is to be exercised pragmatically that weighs heavily in circumstances where the risk-adjusted benefit of these claims is unclear. Any independent administrator would, however, have their own duties to act in a reasonable and proportionate way and take account of the beneficiaries’ wishes and that provides protection against a wasteful use of estate resources.[64]This is in my view a finely balanced case. Taking all the circumstances in the round, I have reached the conclusion that it is narrowly preferable for the proper administration of the estate that the administration be completed by an independent third party, primarily to avoid any conflict of interest in finalising the getting in of the estate but also to avoid any unfairness or lack of neutrality in the remaining dealings between the Claimant and the estate.[65]That is my judgment.