AG Retail Num (6) Limited v Andron Contract Services Limited [2026] EWHC 1951 (KB)

[2026] EWHC 1951 (KB)Case No KB-2025-000837
IN THE HIGH COURT OF JUSTICE
KING'S BENCH DIVISION
Venue Royal Courts of JusticeDate 30/07/2026
Strand
London
WC2A 2LL
TOM LITTLE KC(sitting as a Deputy Judge of the High Court)
AG RETAIL NUM (6) LIMITEDDefendant/ANDRON CONTRACT SERVICES LIMITEDClaimant/
Daniel Metcalfe (instructed by Marsden Rawsthorn) for Defendant/ApplicantJamal Demachkie (instructed by Abrahams Dresden) for Claimant/RespondentHearing Hearing date: 3 rd June 2026
APPROVED JUDGMENTThis judgment was handed down at 10.30am on 30 th July 2026 remotely by circulation to the parties’ representatives by email and by release to The National Archives.

Tom Little KC (sitting as a Deputy Judge of the High Court):

[1]This judgment relates to the Defendant’s application to strike out the claim pursuant to CPR 3.4(2)(a) and/or for summary judgment pursuant to CPR 24.2 and 24.3 against the Claimant.

Parties:

[2]The Claimant is Andron Contract Services Limited, a provider of facilities management services, such as cleaning and security, for office buildings and for shopping centres.[3]The Defendant is AG Retail Num (6) Limited. It owns and operates a number of shopping centres. The Defendant is, so far as is relevant to this claim, the leasehold owner of a shopping centre known as the Golden Square Shopping Centre [“Golden Square”] in Warrington.

Documentation:

[4]For the purposes of determining this application I have been taken to and considered the following:(a) The pleadings (the Particulars of Claim, the Defence, the Reply and Part 18 Requests for Further Information and the answers to those Requests);(b) The application notice dated 14th October 2025 seeking to strike out the Claim Form and Particulars of Claim and/or for summary judgment;(c) Written evidence filed in support of and in opposition to the application. Namely the witness statement of Jon-Paul Hardman, Asset Manager for the Defendant’s agent, IM Group Services Limited, dated 9th October 2025 and the exhibits thereto and the witness statements of Andrew Harper, Finance Director of the Claimant, dated 17th February 2026 and 26th May 2026 and the exhibits thereto;(d) The parties’ respective Skeleton Arguments, namely the Defendant’s Skeleton Argument dated 27th April 2026 and the Claimant’s Skeleton Argument dated 23rd February 2026 (updated on 26th May 2026);[5]I have also been taken to a number of authorities contained in an authorities bundle, some of which I address below.

Factual background:

[6]The following is uncontentious factual background.[7]Warrington Borough Council are the freehold owners of Golden Square.[8]On 23rd May 2007 Warrington Borough Council granted a lease [“the Lease”] of Golden Square to Warrington Retail Limited Partnership and Warrington Nominee Limited [“Warrington”], for a term of 200 years from 4th February 2005.[9]On 26th June 2014, the remaining term of the Lease was transferred by Warrington to Alaska UK Trustees Limited and Alaska Nominees Limited [“Alaska”]. Alaska were registered as the leasehold proprietors of Golden Square on 10th July 2014.[10]From 19th October 2020 onwards the Claimant started providing facilities management services at Golden Square and pursuant to a contractual agreement with Alaska made on or around that date.[11]Golden Square has about 120 units which are sub-let to retailers under the terms of sub-leases. Approximately half of the sub-leases required the tenants to make a financial contribution in respect of service charges, which included the cleaning of and maintenance of the common parts of Golden Square. For some of the sub-leases rent payable under the sub-lease was inclusive of service charges and in respect of some others the service charge costs were capped. Golden Square also had a number of licensees. The licence fee payable included an element for service charges. There were also vacant units known as voids.[12]In respect of the voids or where the sub-leases had capped service charges which did not fully reflect the share of the service charge total then the leasehold owner of Golden Square would be required to cover the shortfall in service charge recovery.[13]Service charge receipts received by Alaska in respect of Golden Square formed part of an account referred to as a service charge Float [“the Float”] and the service charge expenditure would then be paid from the Float.[14]On 13th July 2021 Kevin Mersh and Matthew Nagle were appointed as joint Receivers [“the Receivers”] under a fixed charge in respect of certain of Alaska’s assets including the Lease at Golden Square. The Claimant continued to provide its services at Golden Square following the appointment of Receivers and they were paid for those services up until the end of the month of October 2022. The Claimant continued to undertake those services throughout November 2022 and until 23rd December 2022 for Alaska/the Receivers. The total value of those services for that period of time claimed in the Claim Form was £333,948.76 (which I refer to further below).[15]Savills (UK) Limited [“Savills”] were appointed by the Receivers for the purposes of marketing for sale the Lease and Stephenson Harwood were instructed as their solicitors. The Defendant wished to purchase the Lease and Knight Frank acted as agent for the Defendant with Marsden Rawsthorn being instructed as solicitors.[16]The Lease was purchased by the Defendant from Alaska/the Receivers, by way of a Sale Agreement dated 8th December 2022 for the sum of £22,500,000 [“the Sale Agreement”].[17]Clause 17 of the Sale Agreement provided: 17. Service charge and service charge top up payments17.1 The Seller will deliver to the Buyer, at least five working days prior to the Actual Completion Date, a statement of account (the "Statement of Account") in respect of the service charge payable under the Letting Documents for any period for which final service charge accounts have not been prepared in accordance with the Letting Documents prior to the Actual Completion Date, setting out details of the following:17.1.1 all monies (excluding VAT) which the Seller has received under the Letting Documents in respect of service charge, insurance premiums and other expenditure (the "Receipts"); and17.1.2 all monies (excluding VAT which the Seller is entitled to recover as input VAT) paid or incurred by or on behalf of the Seller in respect of services, insurance and other expenditure recoverable under the Letting Documents (the "Expenses").17.2 On the Actual Completion Date, the Seller will allow to the Buyer against the Purchase Price:17.2.1 a sum in respect of any service charge arrears demanded and due under the Letting Documents; and17.2.2 a sum in respect of any service charge voids, in each case relating to the current service charge year for the period up to and including the Actual Completion Date.17.3 On the Actual Completion Date the Seller will pay or allow to the Buyer the amount (if any) by which the Receipts exceed the Expenses.17.4 If and to the extent on the Actual Completion Date there are any service charge arrears demanded and due under the Letting Documents:17.4.1 the Seller will on the Actual Completion Date by way of additional provision in the Deed of Assignment of Arrears assign to the Buyer the right to demand and sue for those sums to the extent that the right to recover them would otherwise remain with the Seller; and17.4.2 after the Actual Completion Date the Buyer will use reasonable endeavours to obtain payment of such service charge arrears from the relevant Tenants and on receipt of any such arrears will pay the same to the Seller within ten working days of receipt.17.5 Following the Actual Completion Date the Seller will have no further obligations to the Buyer in respect of the service charge for the Property or the Statement of Account.”[18]Clauses 24.5 and 35 of the Sale Agreement provided: 24.5 The Buyer will make all payments due under the Service Contracts after the Actual Completion Date (and any costs, fees or penalties payable by reason of any novation, assignment or release of any Service Contract) and will comply with the obligations arising under them after the Actual Completion Date and will keep the Seller indemnified from and against all proceedings, costs, claims, demands, expenses, losses and liability incurred as a result of any failure by the Buyer to do so. 35. The parties to this agreement do not intend any of its terms to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this agreement.[19]The Sale Agreement (pursuant to clause 3) incorporated the Standard Commercial Property Conditions (3rd edition 2018 Revision) but excluded, inter alia, clauses 9.3.6 – 9.3.8 of the Standard Conditions.[20]The Sale Agreement also varied the wording of clause 9.3.3 of the Standard Conditions so that instead of “It is to be assumed that the buyer owns the property from the beginning of the day on which the apportionment is to be made” and replace them with the words “It is to be assumed that the seller owns the property for the day on which the apportionment is to be made.”[21]Clause 9.3.5 of the Standard Conditions which was incorporated into the Sale Agreement provides: 9.3 Apportionments 9.3.1 Subject to condition 9.3.6 income and outgoings of the property are to be apportioned between the parties so far as the change of ownership on completion will affect entitlement to receive or liability to pay them. …… 9.3.5 When a sum to be apportioned, or the rate at which it is to be treated as accruing, is not known or easily ascertainable:(a) at completion, a provisional apportionment is to be made according to the best estimate available(b) if the sum to be provisionally apportioned is rent or service charge subject to review, final determination or adjustment, the provisional apportionment is to be made according to the amount payable on account(c) as soon as the amount is known, a final apportionment is to be made and notified to the other party(d) subject to condition 9.3.8, any resulting balance is to be paid no more than ten working days later, and if not then paid, so much of the balance as is from time to time unpaid is to bear interest at the contract rate from then until payment.”[22]On 23rd December 2022 the Defendant’s purchase of the Lease was completed.[23]During the course of pre-contractual discussions there was email communication regarding pre-completion service charges. In particular, on 25th November 2022 Savills stated in an email to Knight Frank that the “Service charge pot sits at about £580,000”. That led to a number of questions including whether the “whole pot at £580k would transfer to the buyer” to which Savills replied, “No it won’t be that figure – the management team have to continue to pay suppliers, staff costs up to the completion date so that figure will reduce”.[24]On 28th November 2022 Savills indicated by reference to the Service Charge ‘pot’/Float that “250-250k would have to paid for the November services in the coming weeks”. It is also clear from that correspondence that Alaska/the Receivers wanted a clean break with no ability to reconcile the service charge monies after completion. It is also clear that the Defendant wanted Alaska/the Receivers to settle all accounts prior to the date of completion and that the Defendant would not be liable for any bills, invoices, works or contract values prior to the date of completion.[25]After the Sale Agreement was signed but before completion there was further email correspondence between or on behalf of the Defendant and Alaska/the Receivers about the difficulties in ascertaining any necessary adjustment(s) to the purchase price.[26]On 16th December 2022 Knight Frank sent Savills an email noting that it had previously been informed that the service charge Float would be about £435,000 and requesting confirmation as to the value and breakdown of all expenses paid in the existing service charge year. The reply included an attachment which purported to be a Statement of Account. An email of the same date from Stephenson Harwood to Marsden Rawsthorn stated that the current balance in the service charge account was £433,289 “but my client will probably do a payment back to pay the Savills salary costs for December which haven’t yet been billed.” That email attached an excel spreadsheet Statement of Account which included just one item of expenditure in respect of the Claimant’s services for the period from 1st November 2022 onwards – namely pest control in the form of removal of pigeon nests in the sum of £891.20.[27]In relation to the Float, the Receivers confirmed to the Defendant by way of a completion statement dated 20th December 2022 that the amount held was £435,000.00. This was to be credited against the purchase price under the Sale Agreement. The figures were revised in the completion statement dated 23rd December 2022 with the Float reduced to £404,973.00 and a shortfall of £330,000.00 in service charge income in respect of voids for the preceding service charge year. As a result of those figures and negotiations that took place on 22nd and 23rd December 2022 in advance of completion of the sale, the following three allowances were made by Alaska/the Receivers to the Defendant against the total purchase price:(a) £143,334.88 in respect of service charge arrears(b) £404,973.00 in respect of the Float(c) £330,000.00 in respect of service charge payments that had not been made from the voids for the preceding service charge year[28]Completion took place on 23rd December 2022.[29]The Defendant paid the Claimant for its services performed from 24th December 2022 until 12th April 2024.

Procedural background and the pleadings

[30]The claim was issued on 6th March 2025 with Particulars of Claim of the same date. The Claim Form avers that “The claim is for unjust enrichment arising out of allowances made by Alaska UK Trustee Limited and Alaska UK Nominees Limited (“Alaska”) against the purchase price payable by the Defendant for the Golden Square Shopping Centre in Warrington. Such enrichment is at the expense of the Claimant which will not be paid for the facilities management services it provided prior to completion of the sale. The Claimant seeks the following remedies: 1. An order requiring the Defendant to make restitution to the Claimant in the sum of £333,948.76. 2. Further or alternatively, an order subrogating the Claimant to the position of Alaska, and an order compelling the Defendant to undertake a reconciliation/final apportionment, and account to the Claimant for the sum of £333,948.76”.[31]The value of the claim in the Claim Form was pleaded as being £333,948.76.[32]The Particulars of Claim at paragraph 15 avers that “… the statement of account failed to record the liability of Alaska, alternatively the liability of the Receivers, to the Claimant in respect of the facilities management services undertaken at Golden Square for November and December 2022, which liability was known by the Defendant.”[33]Paragraph 22 of the Particulars of Claim refers to the service charge Float sum of £404,973 as an allowance and states “By Virtue of the allowance at paragraph 20(b) herein, the defendant received an enrichment, or benefit, in the form of an allowance against the purchase price of the lease reflecting the value of the service charge float (i.e. receipts less expenses).”[34]Paragraphs 23 and 24 of the Particulars of Claim state: By a mistake of fact, Alaska failed to account, in the statement of account, for the unpaid debts which had then been incurred, in respect of the Claimant’s facilities management services during November and December 2022. Had Alaska properly accounted for this liability, the service charge float would have been reduced by the value of the liability owed to the Claimant. Such enrichment was (and is) at the expense of the Claimant, who has not been paid (and will not otherwise be paid) for the November and December invoices raised in respect of the period prior to the sale of the lease.[35]Further, or in the alternative, at paragraphs 25 and 26 of the Particulars of Claim the Claimant avers that the Defendant was enriched, in part, by virtue of a reduction in the purchase price because of the shortage relating to voids as such sum represented Alaska’s contribution to the service charge account in respect of any void units and it is claimed would have included the liability of Alaska to contribute towards the service charges. In addition or alternatively it is averred that the Defendant was enriched by the reduction in the purchase price by virtue of an allowance of £330,000 for service charge shortfall which the Claimant invites the Court to infer represented Alaska/the Receivers’ outstanding liability to the Claimant.[36]The Defence is dated 2nd May 2025. It avers at paragraph 19 that in light of clause 24.5 of the Sale Contract the allocation of the service charge Float to the Defendant together with further service charges for the quarter to 25th December 2022 was to apply against and in full satisfaction of service charge expenditure incurred from the date of completion of the Sale Contract to the end of the service charge year on 31st March 2023. The Defendant avers that in fact there was a shortfall of £423,372.91 which the Defendant had to fund. Further it is averred that the Defendant was only prepared to complete on the basis of agreed adjustments and that is what took place. The Defendant maintains in the Defence that they had no knowledge before completion of any liability on the part of Alaska/the Receivers to the Claimant. The Defence denies the claim for unjust enrichment.[37]The Claimant filed and served a Reply dated 5th June 2025, as well as Part 18 Requests for further information of the same date. The Defendant’s replies to those Requests are dated 29th July 2025.[38]The Defendant’s application to strike out and/or for summary judgment is dated 14th October 2025. It was originally listed on 25th February 2026 before Master Byass but that hearing was adjourned on the basis that insufficient time had been allocated for the hearing and also that the application should be heard before a High Court Judge.[39]The Claimant’s Skeleton Argument contended that the application for summary judgment was not particularised, in that (contrary to CPR 24.5(1)(b)) it did not “identify concisely any point of law or document relied upon.”. Nonetheless counsel for the Claimant did not take this point at the hearing. In any event, it was apparent from the Defendant’s Skeleton Argument what points of law were being taken and the documentation relied upon.[40]The Particulars of Claim included what appeared to be potentially a standalone cause of action based in some way on subrogation. However, at the hearing before me counsel for the Claimant confirmed that the claim stands or falls on the basis of unjust enrichment and that subrogation is sought as a remedy rather than a cause of action. That position is consistent with the Claim Form.

Legal principles for summary judgment:

[41]CPR 24.2 and 24.3 provides so far as is relevant: 24.2 The court may give summary judgment—(a) against a claimant in any type of proceedings; ….. 24.3 The court may give summary judgment against a claimant ….. on the whole of a claim or on an issue if— (a) it considers that the party has no real prospect of succeeding on the claim, defence or issue; and(b) there is no other compelling reason why the case or issue should be disposed of at a trial.[42]The relevant principles applicable to summary judgment are well known and were set out by Lewison J in Easyair Ltd v Opal Telecom [2009] EWHC 339 (Ch) [§§15], approved by the Court of Appeal in AC Ward & Sons Ltd v Catlin (Five) Ltd) [2009] EWCA Civ 1098; [2010] Lloyd’s Rep LR 301 [§24]. They are as follows:(i) The court must consider whether the claimant has a “realistic” as opposed to a “fanciful” prospect of success: Swain v Hillman [2001] 2 All ER 91;(ii) A “realistic” claim is one that carries some degree of conviction. This means a claim that is more than merely arguable: ED & F Man Liquid Products v Patel [2003] EWCA Civ 472 at [§8];(iii) In reaching its conclusion the court must not conduct a “mini trial”: Swain v Hillman;(iv) This does not mean that the court must take at face value and without analysis everything that a claimant says in his statements before the court. In some cases it may be clear that there is no real substance in factual assertions made, particularly if contradicted by contemporaneous documents: ED & F Man Liquid Products v Patel at [§10];(v) However, in reaching its conclusion the court must take into account not only the evidence actually placed before it on the application for summary judgment, but also the evidence that can reasonably be expected to be available at trial: Royal Brompton Hospital NHS Trust v Hammond (No 5) [2001] EWCA Civ 550;(vi) Although a case may turn out at trial not to be really complicated, it does not follow that it should be decided without the fuller investigation into the facts at trial than is possible or permissible on summary judgment. Thus the court should hesitate about making a final decision without a trial, even where there is no obvious conflict of fact at the time of the application, where reasonable grounds exist for believing that a fuller investigation into the facts of the case would add to or alter the evidence available to a trial judge and so affect the outcome of the case: Doncaster Pharmaceuticals Group Ltd v Bolton Pharmaceutical Co 100 Ltd [2007] FSR 63;(vii) …if the court is satisfied that it has before it all the evidence necessary for the proper determination of the question and that the parties have had an adequate opportunity to address it in argument, it should grasp the nettle and decide it. …. If it is possible to show by evidence that although material in the form of documents or oral evidence that would put the documents in another light is not currently before the court, such material is likely to exist and can be expected to be available at trial, it would be wrong to give summary judgment because there would be a real, as opposed to a fanciful, prospect of success. However, it is not enough simply to argue that the case should be allowed to go to trial because something may turn up which would have a bearing on the question of construction: ICI Chemicals & Polymers Ltd v TTE Training Ltd [2007] EWCA Civ 725.”[43]The authorities in this area make clear that in the context of summary judgment the Court is by no means barred from evaluating the evidence, and concluding that on the evidence there is no real (as opposed to fanciful) prospect of success. However, it will of course be cautious in doing so and will avoid conducting a mini-trial in accordance with guidance provided by Lord Hope of Craighead in Three Rivers District Council v Governor and Company of the Bank of England (No 3) [2003] 2 AC 1 [§95]:
“I would approach that further question in this way. The method by which issues of fact are tried in our courts is well settled. After the normal processes of discovery and interrogatories have been completed, the parties are allowed to lead their evidence so that the trial judge can determine where the truth lies in the light of that evidence. To that rule there are some well recognised exceptions. For example, it may be clear as a matter of law at the outset that even if a party were to succeed in proving all the facts that he offers to prove he will not be entitled to the remedy that he seeks. In that event a trial of the facts would be a waste of time and money, and it is proper that the action should be taken out of court as soon as possible. In other cases it may be possible to say with confidence before trial that the factual basis for the claim is fanciful because it is entirely without substance. It may be clear beyond question that the statement of facts is contradicted by all the documents or other material on which it is based. The simpler the case the easier it is likely to be to take that view and resort to what is properly called summary judgement. But more complex cases are unlikely to be capable hoping resolved in that way without conducting a mini trial of the documents without discovery and without oral evidence.”
[44]Despite Lord Hope stating that more complex cases were unlikely to be capable of being resolved by summary judgment it is undoubtedly correct that they may be. In JSC BTABank v Ablyazov [2013] EWHC 3691 (Ch). Henderson J summarised the decision of Hart J in RBG Resources Plc (In Liquidation) v Rastogi [2004] EWHC 1089 (Ch), noting as follows [§46]:
“It does not follow from these salutary principles, however, that summary judgment can never be appropriate in a complex case where fraud is alleged. As an example of such a case, counsel for the Bank referred me to the decision of Hart J in R B G Resources Plc (in liquidation) v Rastogi and others [2004] EWHC 1089 (Ch). In that case, summary judgment was granted, after a four day contested hearing, for a sum in excess of US$300 million against individuals who, on the claimant's case, had orchestrated a fraudulent scheme involving hundreds of allegedly bogus metal trading transactions with companies which they secretly controlled. Although the fraud was, as Hart J said, “both massive and complex”, he acknowledged that its proof turned on the establishment of one central proposition, namely the connection between the supposedly independent counterparties and the defendants: see paragraph [§13]”
.

Legal principles for strike out:

[45]CPR 3.4(2) provides, so far as is material, as follows: (2) The court may strike out a statement of case if it appears to the court – (a) that the statement of case discloses no reasonable grounds for bringing or defending the claim; …..[46]Paragraph 1.2 of CPR PD3A sets out a list of example cases where the court may conclude that the Particulars of Claim fall within CPR 3.4(2)(a):(a) those which set out no facts indicating what the claim is about;(b) those which are incoherent and make no sense;(c) those which do not disclose any legally recognisable claim against the Defendant. Paragraph 1.5 of CPR PD3A states: “A party may believe they can show without a trial that an opponent’s case has no real prospect of success on the facts, or that the case is bound to succeed or fail, as the case may be, because of a point of law (including the interpretation of a document). In such a case the party concerned may make an application under rule 3.4 or apply for summary judgment under Part 24 (or both) as they think appropriate”.[47]There is therefore a significant overlap between the power to strike out on the basis that the statement of case discloses no reasonable grounds for bringing the claim and summary judgment. However, under CPR 24.2 evidence is admissible to show that the pleaded allegations are fanciful – albeit that the Court will be cautious about rejecting a Claimant’s factual case at the summary judgment stage. When considering an application to strike out the facts pleaded must be assumed to be true. Unjust enrichment Generally

Unjust enrichment

[48]The relevant principles in relation to the law of unjust enrichment have been considered in a number of Supreme Court cases and Court of Appeal cases over the last fifteen years.[49]The four authorities that I have found of the greatest assistance are Menelaou v Bank of CyprusLtd [2015] UKSC 66; [2016] AC 176, Investment Trust Companies [“ITC”] v Revenue & Customs Commissioners [2017] UKSC 29; [2018] AC 275, Swynson Ltd v Lowick Rose LLP (formerly Hurst Morrison Thomson LLP) (in liquidation) [2017] UKSC 32; [2018] AC 313 and DargamoHoldings Ltd v Avonwick Holdings Ltd [2021] EWCA Civ 1149; [2022] 1 All E.R. (Comm) 1244.[50]In Menelaou [§18] Lord Clarke of Stone-cum-Ebony referred to the Supreme Court’s decision in Benedetti v Sawris [2014] AC 938 and stated that it was well-established that the court must ask itself four questions when faced with a claim for unjust enrichment. They are:(1) Has the Defendant been enriched?(2) Was the enrichment at the Claimant’s expense?(3) Was the enrichment unjust?(4) Are there any defences available to the Defendant?[51]When addressing the approach to the four unjust enrichment questions Lord Reed made clear in ITC that [§§41, 42]: “… the questions are not themselves legal tests, but are signposts towards areas of inquiry involving a number of distinct legal requirements. The structured approach provided by the four questions does not, therefore, dispense with the necessity for a careful legal analysis of individual cases. In carrying out that analysis, it is important to have at the forefront of one’s mind the purpose of the law of unjust enrichment. As was recognised in the Menelaou case, at para 23, it is designed to correct normatively defective transfers of value, usually by restoring the parties to their pre-transfer positions. It reflects an Aristotelian conception of justice as the restoration of a balance or equilibrium which has been disrupted. That is why restitution is usually the appropriate remedy”.[52]In Swynson Lord Sumption summarised the position as follows [§22]:
“As with any novel application of the relevant principles, it is necessary to remind oneself at the outset that the law of unjust enrichment is part of the law of obligations. It is not a matter of judicial discretion …… English law does not have a universal theory to explain all the cases in which restitution is available. It recognises a number of discrete factual situations in which enrichment is treated as vitiated by some unjust factor. These factual situations are not, however, random illustrations of the court’s indulgence to litigants. They have the common feature that some legal norm or some legally recognised expectation of the claimant falling short of a legal right has been disrupted or disappointed. Leaving aside cases of illegality, legal compulsion or necessity, which give rise to special considerations irrelevant to the present case, the defendant’s enrichment at the claimant’s expense is unjust because, in the words of Professor Burrows ‘A Restatement of the English Law of Unjust Enrichment’ (2012) at section 3(2)(a), “the claimant’s consent to the defendant’s enrichment was impaired, qualified or absent.”
[53]Carr LJ (as she then was) also summarised the position in Dargamo with an important warning [§56]: “Originally this four-stage approach was considered to be rigid. Each question was to be applied uniformly in individual cases (see Banque Financière de la Cité v Parc (Battersea) Ltd [1998] CLC 520, 523; [1999] 1 AC 221, 227). However, more recently the courts have cautioned against an inflexible approach (see for example Swynson Ltd v Lowick Rose LLP [2017] UKSC 32; [2017] 1 CLC 764; [2018] AC 313 at [22]). As Lord Reed stated in ITC at [41]: ‘… the questions are not themselves legal tests, but are signposts towards areas of inquiry involving a number of distinct legal requirements.’ Careful legal analysis in each individual case is therefore required before a claimant can succeed in a claim for unjust enrichment.” ‘… the questions are not themselves legal tests, but are signposts towards areas of inquiry involving a number of distinct legal requirements.’

At the Claimant’s expense

[54]Lord Clarke in Menelaou [§23] endorsed paragraph 6-01 of the 8th edition of Goff & Jones The Law of Unjust Enrichment stating: “that the requirement that the unjust enrichment of the defendant must have been at the expense of the claimant “reflects the principle that the law of unjust enrichment is not concerned with the disgorgement of gains made by defendants, nor with the compensation of losses sustained by claimants, but with the reversal of transfers of value between claimants and defendants”.[55]The question of whether the law of unjust enrichment required either a direct causal link between the Claimant’s payment and the Defendant’s enrichment (but which was subject to exceptions) or whether there was a broader more flexible approach was discussed in Menelaou but not decided. It was however, addressed directly in ITC.[56]In ITC the Supreme Court were considering the extent of any enrichment by HMRC in respect of the payment of VAT which was not due because the supplies in question were exempt from VAT by virtue of a European Union Directive. They had wrongly been treated as taxable in the United Kingdom. Lord Reedmade clear that a degree of uncertainty had developed in the law of unjust enrichment in so far as ‘at the expense of the Claimant’ was concerned and which needed clarification. He provided that clarification in the following way [§§37, 38]:
“Decisions concerning the question whether an enrichment was at the expense of the claimant demonstrate uncertainty as to the approach which should be adopted. Such tests as have been suggested have been too vague to provide clarity …. It would be unwise to attempt in this appeal to arrive at a definitive statement of the circumstances in which the enrichment of a defendant can be said to be at the expense of the claimant. Nevertheless, in view of the uncertainty which has resulted from the use of vague and generalised language, this court has a responsibility to establish more precise criteria. Some observations of a general nature should therefore be made, before turning to the specific context in which the issue arises in the present case. It should be said at the outset that these observations are concerned only with personal claims, and not with proprietary claims.”
[57]Lord Reed specifically addressed the direct and indirect provision of a benefit by a Claimant, in the context of being at the Claimant’s expense, at paragraphs 46 – 51 of his judgment. He addressed the matter generally first stating [§§46, 47]:
“Situations in which the defendant has received a benefit from the claimant, and the claimant has incurred a loss through the provision of that benefit, usually arise where the parties have dealt directly with one another, or with one another’s property …... There are, however, situations in which the parties have not dealt directly with one another, or with one another’s property, but in which the defendant has nevertheless received a benefit from the claimant, and the claimant has incurred a loss through the provision of that benefit. These are generally situations in which the difference from the direct provision of a benefit by the claimant to the defendant is more apparent than real.”
[58]Lord Reed then gave a number of examples of where an indirect provision of a benefit could arise [§§48, 49]. They were(a) agency (where an agent of one of the parties is interposed between the parties and there are a series of transactions which are legally equivalent to a transaction directly between the Claimant and the Defendant)(b) assignment (where the Claimant stands in the shoes of the assignor, and is therefore to be treated as if he had been a party to the relevant transaction with the defendant’s enrichment directly at his expense)(c) where an intervening transaction is found to be a sham(d) a set of co-ordinated transactions which form a single scheme or transaction on the basis that to consider each individual transaction separately would be unrealistic(e) property tracing and(f) discharge of debt.[59]Lord Reed then explained that [§§50, 51]:
“It has often been suggested that there is a general rule, possibly subject to exceptions, that the Claimant must have directly provided a benefit to the Defendant. The situations discussed in the two preceding paragraphs can be reconciled with such a rule, if it is understood as encompassing a number of situations which, for the purposes of the rule, the law treats as equivalent to a direct transfer, in the sense that there is no substantive or real difference. So understood, the suggested rule is helpful. It may nevertheless require refinement to accommodate other apparent exceptions, and it would be unwise at this stage of the law’s development to exclude the possibility of genuine exceptions, or to rule out other possible approaches. Where, on the other hand, the defendant has not received a benefit directly from the claimant, no question of agency arises, and the benefit does not consist of property in which the claimant has or can trace an interest, it is generally difficult to maintain that the defendant has been enriched at the claimant’s expense. The point is illustrated by the case of MacDonald Dickens & Macklin v Costello [2012] QB 244, where the provision of services to a company was held not to enrich its directors and shareholders. It is also illustrated by the example, discussed in the Relfo case [2015] 1 BCLC 14, of a claimant who makes a mistaken payment to a third party, who in consequence makes a gift to the defendant out of property in which the claimant has no interest, and into which he is unable to trace. As Arden and Floyd LJJ recognised (paras 78 and 114), the claimant does not have a claim in unjust enrichment against the defendant. The claimant suffers a loss through making the payment to the third party, who is unjustly enriched at his expense. A claim in unjust enrichment therefore lies against the third party (subject to any defences available). But no claim of a personal nature lies at the instance of the claimant against the defendant: the claimant has not incurred any loss through the making of the gift.”

Unjust

[60]In Dargamo Carr LJ made clear the importance of identifying the unjust factor and the limits on what can amount to an unjust factor by virtue of a non-exhaustive list [§§57, 58]:
“As regards the third question, the claimant must positively identify what has been described as the ‘unjust factor’ (see Samsoondar v Capital Insurance Co Ltd (Trinidad and Tobago) [2020] UKPC 33; [2021] 2 All ER 1105 at [19] and Goff & Jones at 1-21). There is widespread judicial acceptance of this terminology and the need for an unjust factor …. It is the ‘unjust factor’ that distinguishes the English claim in unjust enrichment from the civilian ‘absence of basis’ approach. Examples of unjust factors include mistake, duress, undue influence, failure of consideration, necessity and legal compulsion. These unjust factors are recognised because they establish that the claimant did not intend the defendant to receive a benefit in the circumstances, either because the claimant never had an intent to benefit the defendant in those circumstances or the intent was vitiated or qualified in some way.”

Submissions:

[61]The parties set out detailed submissions in writing and orally which I have considered carefully. I summarise some but not all of the submissions below.[62]The Defendant’s submissions can be shortly stated. They are that even if the Defendant has been enriched (which it denies) then it was not at the Claimant’s expense and nor was it unjust. This is not a case involving any form of direct transaction nor does it fall within the class of cases referred to in ITC where an indirect benefit arises. Accordingly there is no real prospect of the Claimant succeeding in this claim at trial.[63]The Claimant accepts that this is an unusual case for unjust enrichment but submits that it is not a case for reverse summary judgment or strike out on the basis that on these particular facts this is a case of combined legal and factual complexity which can only properly be determined at trial. Further they submit that it is necessary to explore the contractual relationship and the nuanced nature of what it is that is unjust on the facts of this case. They aver that the knowledge of the Defendant in relation to the debt owed to the Claimant by Alaska/the Receivers is very much in issue and is relevant. They also contend that the Court would benefit from expert evidence in the form of a forensic accountant.

Analysis:

[64]It is clear that there are some factual disputes that arise from the pleadings and the evidence. In respect of those factual disputes, for the purposes of determining this application I proceed on the Claimant’s basis of the facts.[65]Whilst the Defendant has sought to persuade me that they were not enriched and I can well see why that is their contention, I am not satisfied at this stage on the basis of the pleadings and the evidence that the Claimant has no real prospect of success on that aspect of the cause of action of unjust enrichment. Whilst I have significant reservations about that aspect of the Claimant’s claim I have to be careful and cautious at this stage. It does seem to me that my determination of that issue would amount to something of a mini-trial. Further, whilst the pre-contractual negotiations support the Defendant’s position on enrichment, it is trite law that pre-contractual negotiations and discussions are generally not an aid to interpretation of the terms of a written contract.[66]Having considered the facts at their highest for the Claimant I am just persuaded on the issue of enrichment alone that there is a real as opposed to a fanciful prospect of success.[67]However, that is not the only issue that I have to consider. There are, in reality, two real issues that related to two of the four unjust enrichment questions. First whether any enrichment on the Defendant’s part has been at the expense of the Claimant for the purposes of the cause of action of unjust enrichment. Second whether such enrichment is unjust in the sense that it has an unjust factor required for the cause of action.[68]I acknowledge that the four unjust enrichment questions are not free standing legal tests but are signposts towards the areas which require careful analysis of the distinct legal requirements [ITC §41]. In addition there is likely to be an overlap in any consideration of those requirements. However, it is important for me to address the two that are fundamental to this application in turn and to do so with the purpose of the law of unjust enrichment in the forefront of my mind [ITC §42].

At the expense of the Claimant

[69]The phrase ‘at the expense of the Claimant’ may be thought to be beguilingly straightforward. It is not. It requires careful analysis consistent with the authorities to which I have already referred.[70]There is no doubt that the Defendant had no direct dealings with the Claimant before 24th December 2022. It is not suggested that there were any contractual or indeed any discussions by or on behalf of the Defendant with the Claimant before 24th December 2022. It should be noted that the Claimant relies in this claim on their contractual relationship with Alaska/the Receivers before 24th December 2022 rather than with anyone else. Further there can be no doubt that Alaska/the Receivers would be liable to the Claimant in respect of any services payable and which were provided between 1st November 2022 and 23rd December 2022. That is inherent in the Claimant’s pleaded case at paragraph 15 of the Particulars of Claim. Notably the Claimant does not claim to have had any direct entitlement either to sums paid by sub-tenants in respect of service charges or to sums held in the Float in the Particulars of Claim and their case on the Standard Conditions does not and cannot assist them. The Claimant’s claim against Alaska/the Receivers is pursuant to contractual arrangements entered into between them and therefore as a debt.[71]As Lord Reed made clear in ITC, enrichment at the Claimant’s expense can arise in the absence of direct dealings but only in limited circumstances. None of those referred to by Lord Reed are engaged here. I accept that the list is not exhaustive but Lord Reed was at pains in his judgment to provide greater clarity in this area of the law and there is nothing in the ITC judgment to support an argument that any enrichment in the present case was at the Claimant’s expense on these facts.[72]Indeed the facts of ITC and the decision reveal, in comparative terms, the difficulty that the Claimant has on this aspect of the claim (see in particular §51). I cannot see that there is any basis to contend the circumstances here are such that the law would treat them as equivalent to a direct transfer in the sense that that there is no substantive or real difference from the direct provision of a benefit by this Claimant to this Defendant. The Claimant’s contract with Alaska/the Receivers for services at Golden Square was entirely separate to and remote from the Defendant’s agreement for the purchase of the Lease. In my judgement, it is untenable to contend that they were part of a co-ordinated single transaction.[73]The Claimant placed reliance on Chapter 3 paragraphs 75 – 90 of Goff & Jones Unjust Enrichment (10th edition) in support of a claim based on a multi-party contractual arrangement. I have considered those paragraphs carefully. However, they do not provide the support contended for. It is notable that they do not address ITC at all and nor does the Claimant’s Skeleton Argument. They deal with the issue in very general terms and there is nothing that I can identify in any of those paragraphs which undermines my analysis of the facts of the particular claim that I am considering.[74]The reality is relatively straightforward, which is that an agreement was reached between the Defendant and Alaska/the Receivers that an allowance would be granted in respect of the Float by virtue of a reduction in the purchase price. It is not claimed than any such reduction somehow extinguished or discharged such contractual liability as Alaska/the Receivers may have had to the Claimant. There is nothing to support the Claimant’s speculation that the allowance of £330,000 in respect of the voids has anything to do with the services provided by the Claimant. It follows that on proper analysis that if there was a benefit given to the Defendant then it was given by Alaska/the Receivers and not the Claimant. In doing so they were not acting as agents of the Claimant. Indeed it was not a benefit that the Claimant had any involvement in conferring. I therefore agree with the Defendant’s submission that taking the Claimant’s case at its highest there is nothing that comes close to being akin to or equivalent to a direct transfer here.[75]In addition I do not accept that the Claimant can maintain that they have suffered a loss in terms of an expense for the cause of action of unjust enrichment. Assuming that the Claimant is right as to its contractual right to payment from Alaska/the Receivers it would have a corresponding debt claim against Alaska/the Receivers. They could have pursued that in 2023 or now but have not done so. That does not and cannot allow the Claimant to perform alchemy with that claim against Alaska/the Receivers and turn it into enrichment on the part of the Defendant at the Claimant’s expense. Even if the Defendant had been aware that the Receivers had not taken into account their or Alaska’s contractual obligations to make payment to the Claimant when calculating the amount by which the purchase price was to be reduced that would not alter the fact that the Defendant was not enriched at the expense of the Claimant but was at the expense of Alaska/the Receivers because they received a lower purchase price and would, on the Claimant’s case, have had a continuing liability to the Claimant[76]As I indicated during the hearing and having reflected further on the Application the Claimant’s submissions, if successful, would amount to a fundamental change and development in the law of unjust enrichment and specifically in the ambit of what ‘at the Claimant’s expense’ requires and they would not be consistent with the judgment in ITC. Therefore in my judgement, there is here no enrichment at the expense of the Claimant in this claim and therefore no real prospect of this claim succeeding.

Unjustness/the unjust factor

[77]The requirement for there to be an unjust factor is not a matter of general judicial discretion, in fact quite the opposite. It is founded on a requirement for the enrichment to be treated as vitiated by some unjust factor. Given my reasoning and conclusion in respect of ‘at the Claimant’s expense’ it would be possible to address this issue in just a single sentence. However, I will do a little more than that.[78]As was made clear in Dargamo the unjust factors include mistake, duress, undue influence, failure of consideration, necessity and legal compulsion. In my judgement, none of those apply here. The only one which is suggested by the Claimant is mistake. However, the fundamental difficulty with that is that it was not their mistake. No authority is relied upon by the Claimant to justify that a third party mistake in these or analogous circumstances can be sufficient to amount to an unjust factor.[79]Similarly the Claimant’s attempt to rely on the other contractual allowances given to the Defendant for rent arrears and voids must also fail as not being unjust. This was simply contractual negotiation provided for by the contract between Alaska/the Receivers in respect of allowances. Those allowances were part of such negotiations and to which the Claimant was not privy or involved at all and clause 35 of the Sale Agreement further provided that they did not intend any of its terms to be enforceable by any third party (see paragraph 18 above). It is notable that they are pleaded in only the most general way in the Particulars of Claim and the witness evidence of the Claimant does not seek to contend any unjust enrichment based upon them and in reality there is no basis to do so.[80]It follows that for the sole cause of action relied upon and pleaded by the Claimant there is no real prospect of success.Further there is no other compelling reason why the case or issue should be disposed of at trial. The summary judgment application therefore succeeds and the claim should be dismissed. In those circumstances I do not have to or need to address the question of strike out.

Conclusion:

[81]For the reasons set out above I grant summary judgment to the Defendant. I invite the parties to draw up a draft order to reflect the terms of this judgment.