Marguerite Anne Edmunds v Unicam Holdings LLC

1. The Applicant is the registered proprietor of Tyn-y-Coed House, which is her matrimonial home. The Respondent currently has a unilateral notice registered against the title of the property. In these proceedings, the Applicant argues that the Tribunal should direct the removal of the unilateral notice.

2. The background to the unilateral notice is that the Respondent entered into an agreement with the Applicant’s husband, Mr Edmunds, in 2015 and 2016. At that time, he was the registered proprietor of the property. By a loan agreement dated 21 st August 2015, the Respondent agreed to lend Mr Edmunds the sum of £900,000. As part of that agreement, he was to grant the Respondent a first legal charge over the property. A deed of charge was accordingly executed, dated 7 th January 2016. The charge was registered against the property on 27 th May 2016, albeit as a second charge behind an earlier charge in favour of Monmouthshire Building Society.

3. The loan agreement and the deed of charge did not include the correct name of the Respondent, but referred instead to Unicam Holdings Inc. That was the name that was therefore used for the proprietor of the charge on the property’s title. As a result of an order made by the Tribunal earlier in these proceedings, the Applicant is not able to argue in these proceedings that the Respondent is not the correct beneficiary of the charge. A restriction referring to that charge was entered on 15 th December 2016.

4. Court proceedings were issued by the Respondent, with claim number D00CF264, resulting in an order made by HHJ Jarman QC on 19 th January 2018, in which it was declared that Mr Edmunds held the property on trust for himself and the Applicant in equal beneficial shares and that her interest overrode the legal charge made between the Respondent and Mr Edmunds. The learned judge also ordered, amongst other things, that Mr Edmunds was to give up possession of his equitable share in the property by 9 th February 2018. It does not appear that this was done or that any further steps were taken around that time by the Respondent to enforce that part of the order, although other parts of it were complied with.

5. A bankruptcy petition was presented against Mr Edmunds on 28 th February 2018. The petition was made by a third party. A bankruptcy order was made against Mr Edmunds on 17 th May 2018. A bankruptcy restriction in standard terms was entered on 27 th February 2019.

6. Mr Edmunds’s trustee-in-bankruptcy accepted a sum of £5,000 from the Applicant in settlement of various matters, including her husband’s interest in the subject property.

7. Mr Edmunds then applied to alter the register to remove the charge. The Respondent did not raise any objection to that application and so HM Land Registry acted on it.

8. By a Form TR1 dated 1 st April 2021, Mr Edmunds transferred his interest in the property to the Applicant. The consideration was identified in panel 8 as being that she had agreed to repay the charge in favour of Monmouthshire Building Society. She was then registered as proprietor of the freehold interest on 29 th October 2021. On the same date, a charge, dated 1 st April 2021, in favour of Bank of Scotland Plc was also registered.

9. The Respondent then applied for a unilateral notice to be entered. Notice was entered with effect from 21 st January 2022. The Applicant applied for that notice to be cancelled. The Respondent objected to her application and the matter was referred to this Tribunal by HM Land Registry. Standard directions were given and the matter was conducted as a video hearing, which was a proportionate and effective means of conducting the hearing given the nature of the issues in dispute.

10. The Applicant’s case can be expressed quite simply. She argued that the transfer from Mr Edmunds to the Applicant was a disposition of a registered estate for valuable consideration at a time when the Respondent’s interest was not priority protected. In very summary form, the Respondent argued that the effect of HHJ Jarman’s order was that Mr Edmunds held his share of the property on trust for the Respondent; that the trustee-in-bankruptcy would have needed to transfer the property back to Mr Edmunds before he could transfer it to the Applicant; that the transfer to her was not valid; and that the removal of the charge on Mr Edmunds’s application was not legitimate.

11. At the hearing, the Applicant was represented by Mr Webb, while the Respondent was represented by Mr Wade. At the outset of the hearing, Mr Wade confirmed that the Respondent was not seeking any alteration remedy, despite the arguments concerning the validity of the earlier removal of the charge and the transfer to the Applicant. The Tribunal is grateful to both counsel for their extremely helpful written and oral submissions, all of which I have considered carefully.

12. For the reasons that I give in this decision, I have reached the conclusion that the Applicant is correct and the unilateral notice must be cancelled. The transfer to the Applicant was for valuable consideration and so she, in effect, took the property free from the Respondent’s charge. WITNESS EVIDENCE & FACTS

13. The factual background set out in the previous section is all relatively uncontroversial. Mr Webb submitted that the determination of the referred matter did not require much in the way of witness evidence and he would, I think, be content to deal with it purely on the basis of the undisputed background. The nature of some of the Respondent’s arguments though means that it is necessary to consider the witness evidence and some disputed issues.

14. The Tribunal heard evidence from the Applicant herself and from Mr Glanmor Blunt, the Respondent’s Managing Director. It is important to recognise that in assessing the witness evidence to determine disputes of fact, the Tribunal applies the civil standard of proof, i.e. the balance of probabilities, or whether something is more likely than not. I explained the approach taken by the Tribunal to evaluating witness evidence in Ebanks v Salcombe Road Ltd [2025] UKFTT 924 (PC), at [67]-[86]. I intend to adopt the same approach here, without needing to repeat everything said in those passages.

15. It is my view that neither witness was entirely satisfactory. I say that for the following reasons.

16. While I reached the view that many aspects of the Applicant’s evidence were credible and correct, I did have concerns about some other aspects of it. Her evidence about the timing of various events was plainly wrong. For instance, she said that her husband became bankrupt years after the order made by HHJ Jarman, but there was actually only four months in between the two events. She could not give any detailed explanation as to how aspects of the transfer to her took place. In particular, her answers when asked about the removal of the previous charge caused me some concern. She said that she thought that this had gone with all her husband’s debts when he was made bankrupt, but could not give any explanation as to why she thought that the existing mortgage in favour of Monmouthshire Building Society would be treated differently so that she had to obtain another mortgage to pay that off. At times, she appeared to be hiding behind a professed lack of recollection. I was left with the impression that the Applicant either had very little involvement in the transfer to her, leading to the irresistible inference that it was all at her husband’s direction, or that she was not being entirely candid about what had happened. Either way, I can well understand why the Respondent harbours suspicions about the process.

17. Mr Blunt was, however, no better as a witness. His oral evidence to the Tribunal was that he had written every single word of his witness statement. That claim swiftly unravelled when it became apparent that he could not explain parts of his statement and did not even understand what some parts of it meant, accepting that some of it used his lawyer’s phrasing. My view of Mr Blunt was that I could not be satisfied that much of his witness statement was genuinely his evidence or that he could attest to its correctness.

18. Based on the evidence and my assessment of the witnesses, I make the following findings.

19. The Applicant and her husband would discuss some of his business dealings, but they were very much his dealings and she was far from fully involved with or aware of all of his business activities. Mr Wade submitted that evidence filed by the Applicant in the county court proceedings demonstrated that she was fully involved in all business dealings and aware of them. I do not accept that this is a fair or accurate reading of her statement in those proceedings, in which she merely says that she had met and been introduced to many business associates, including Mr Blunt, and met and spoken with solicitors. It does not follow from this that she was fully involved in dealings with those associates. Indeed, it is apparent that she not entirely familiar with all the associates as she manages to, inadvertently, misspell Mr Blunt’s name in that statement. Furthermore, Mr Blunt himself accepted that he had did not have any dealings with the Applicant.

20. It seems to me that the most that can be taken from that statement, so far as relevant to the present dispute, is that the Applicant was aware of the Respondent’s registered charge by the time of those proceedings. As I understood her oral evidence, she accepted that she was aware of it by the time of HHJ Jarman’s order in January 2018. A fair reading of her witness statement in those proceedings is that she was aware of it by the time she made that statement, i.e. 27 th April 2017.

21. In the absence of any application for alteration of the register, I do not consider that it is appropriate, or right in these proceedings where I have not heard any evidence from Mr Edmunds, to make any findings about whether or not the Applicant was involved with, or aware of the details of, his application to cancel the charge.

22. What I can make a finding about, because the Respondent has put it in issue, is that there was nothing untoward in HM Land Registry cancelling the charge upon receipt of that application. The Respondent complains that notice of the application was sent by HM Land Registry to the wrong address in Florida. That is, however, entirely the fault of the Respondent (or his legal representatives). Notice was sent to the address recorded on the title as the address for the registered proprietor of the charge. Despite having been aware that incorrect details had been recorded in the documents and provided to HM Land Registry, the Respondent took no steps to correct that position. In fact, despite the Respondent’s complaints in these proceedings, it is noticeable that, according to correspondence from HM Land Registry, the same Florida address was said to be the correct address in the Respondent’s county court pleadings (see the letter of 6 th September 2022 sent to the Respondent’s solicitors).

23. It is, in any event, clear that the charge was removed and it was not registered against the title at the time of the transfer to the Applicant.

24. The Respondent also complained about the circumstances in which the bankruptcy restriction was removed from the title, suggesting that there was something untoward in this. Having considered the documentary evidence, there is nothing in this at all. It is plain from an email from Liam Burrows, at Begbies Traynor, on 29 th October 2021, at 13:07, that the trustee-in-bankruptcy had taken steps to remove the restriction and was awaiting action from HM Land Registry. The only possible inference is that this was actioned before the transfer to the Applicant was registered. I am satisfied on the balance of probabilities that this was the case. Mr Wade made the point in closing submissions that this was not addressed in a subsequent email from a different person at Begbies Traynor. There is no significance to this. The point had already been addressed in the email from Mr Burrows and did not need to be dealt with again by anyone else at Begbies Traynor.

25. The Applicant’s evidence in her witness statement was that she had agreed to repay her husband’s indebtedness to Monmouthshire Building Society and had indeed done so. This evidence was not challenged and so I accept her account on this point.

26. I have seen a completion statement dated 1 st April 2021. It is addressed to the Applicant as the client. It identifies a sum of £450,300 as received from a lender, with £497,500 to be paid to Monmouthshire Building Society. Further costs were due on top of that, so that the sum of £62,917.50 was due from the Applicant in order to complete the transfer and remortgage. Mr Wade realistically accepted that this showed that the Applicant would have had to pay almost £63,000. He was right to do so. While I do not have any evidence actually showing money moving to settle this account, it is plainly obvious that a substantial payment would have been required for Monmouthshire Building Society to agree to the removal of its charge. Although I do not have the final figures, and so it is possible that they may have changed slightly, I consider that I can safely be satisfied that at least £60,000 on top of the money borrowed through a mortgage must have been paid to complete this transaction. LEGAL FRAMEWORK

27. The Respondent currently has a unilateral notice entered against the title of the property. That is one of the two types of notice which can be entered under Land Registration Act 2002 . The nature and effect of notices is set out in s.32. “(1) A notice is an entry in the register in respect of the burden of an interest affecting a registered estate or charge. “(2) The entry of a notice is to be made in relation to the registered estate or charge affected by the interest concerned. “(3) The fact that an interest is the subject of a notice does not necessarily mean that the interest is valid, but does mean that the priority of the interest, if valid, is protected for the purposes of sections 29 and 30.”

28. Section 33 prevents a notice from being entered in relation to certain excluded interests. Among these excluded interests is an interest under a trust of land: see s.33(a)(i).

29. A person may apply for the cancellation of a unilateral notice if they are the registered proprietor of the estate to which the notice relates: s.36(1)(a). On such an application, the person shown as the beneficiary of the notice may object: s.73(3). Where an objection has been made, the registrar may not determine the application until that objection has been disposed of: s.73(5)(b).

30. If it is not possible to dispose by agreement of an objection, the registrar must refer the matter to this Tribunal: s.73(7). Given that there was some dispute between the parties as to precisely what was in issue in these proceedings, it is important to identify the extent of the Tribunal’s jurisdiction following a reference under s.73(7).

31. In Inhenagwa v Onyeneho [2017] EWHC 1971 (Ch) ; [2018] 1 P&CR 10 , Morgan J explained the Tribunal’s jurisdiction at [62], as follows. “The jurisdiction of the adjudicator (and now the First-tier Tribunal) is to determine the issues which go to the merits of the dispute in relation to the matter referred for determination. Prima facie, therefore, the adjudicator or the tribunal should not determine the merits of other disputes between the same parties, even disputes relating to the same registered title, if those disputes are different from the dispute in relation to the matter referred for determination. However, I would qualify that statement as follows. The adjudicator or tribunal may consider that it would be helpful to make findings on certain points where such findings would throw light on the findings which are necessary to determine the dispute in relation to the matter referred for determination.”

32. In the Upper Tribunal, Judge Cooke has neatly summarised the effect of Inhenagwa and other authorities as being that the Tribunal “must decide, and may only decide, the matter referred to it”: see Patrick v Thornham PC [2020] UKUT 36 (LC) , at [44].

33. Returning to the 2002 Act itself, it is well-known that under s.27, various dispositions of a registered estate are required to be completed by registration and do not operate in law until the registration requirements are met. These dispositions include a transfer of the registered estate and the grant of a legal charge: see s.27(2)(a) and (f). Section 29 provides that where a registrable disposition of a registered estate is made for valuable consideration, completion of that disposition by registration has the effect of postponing to the interest under that disposition any interest whose priority is not protected. For this purpose, the priority of an interest is protected if it falls within s.29(2), which includes where the interest is a registered charge or the subject of a notice in the register: s.29(2)(a)(i).

34. There is a partial definition of “valuable consideration” in s.132(1), which specifies that it does not include marriage consideration or a nominal consideration in money. The phrase “valuable consideration” has been the subject of some commentary, in particular in the Law Commission’s report Updating the (Law Com No 380, 2018), which expressed the view that the meaning of “valuable consideration” is unclear: see paragraphs 7.9-7.22. Land Registration Act 2002

35. Although s.29 is couched in terms of postponing the priority of unprotected interests, the practical effect is to destroy such an interest as against a subsequent disponee: see Ruoff & Roper: Registered Conveyancing , paragraph 15.039.

36. The only authority referred to by the parties was Dhillon v Barclays Bank Plc [2020] EWCA Civ 619 ; [2021] 1 All ER 421 ; [2020] 2 P&CR 19 , which the Respondent relied on.

37. That case involved a most unusual set of facts. The occupier, Mrs Dhillon, had been a secure tenant of the subject property. She did not know that fraud was committed by her husband, so that a right to buy claim was made in her name, leading to a transfer of the freehold by the local housing authority, seemingly to her. There was then a further fraudulent transfer which purported to transfer the property from her to a company. That company charged the property to a lender. They later refinanced the loan from that lender and a first legal charge was granted to the bank, which was registered. The freeholder company was then struck off. The freehold interest vested in the Crown as bona vacantia, but the Crown disclaimed the property and it therefore escheated. Mrs Dhillon applied successfully to have the company’s prior estate and interest in the property vested in her.

38. She then applied for rectification of the register by removing the bank’s charge, thereby leaving her with an unencumbered freehold interest in a situation where she had, before the fraud, been the secure tenant of the property.

39. The significance of that case is that the Court of Appeal upheld the trial judge’s decision that rectification should be refused because there were exceptional circumstances which justified not making an order for rectification: see Sch.4, para.3(3) of the 2002 Act (in proceedings concerning an application made to HM Land Registry for rectification, the equivalent provision is para.6(3)). DISCUSSION & ANALYSIS

40. Once it is clear, as the Respondent has accepted, that no application has made for alteration under Sch.4, it is my view that the application of the applicable legal framework to the facts of this case leads to a clear conclusion which I hope can be stated fairly shortly.

41. While the Respondent’s charge had been registered, it was not registered at the time of the transfer to the Applicant and so its priority was not protected in the event of a registrable disposition for valuable consideration.

42. The Respondent is critical of the way in which the charge was removed, but the fact remains that it was and there has been no application made to rectify the register so as to reinstate the charge.

43. The transfer to the Applicant was plainly a registrable disposition and was completed by registration, as it needed to be to take effect in law.

44. I referred earlier to some of the commentary on the meaning of “valuable consideration”. It is not necessary in this decision to reach any view on the limits of that phrase. Even if only consideration that is actually paid is good enough, no issue arises here because I am satisfied that it was paid. Equally, even if monetary consideration of a trivial value is insufficient, there is again no issue on the facts of this case, because the monetary consideration was plainly way above “trivial”. That is so even if one was to somehow ignore the money that the Applicant borrowed by way of mortgage to settle most of the transferor’s debt to Monmouthshire Building Society and only look at the c. £60,000 that was paid on top of this. I am far from persuaded that this would be the correct approach, and consider that the monetary consideration is in reality the total sum of over £510,000. It is unnecessary to decide this though as the £60,000 is clearly not trivial.

45. The disposition to her was therefore a registrable disposition for valuable consideration. Mr Wade did not really dispute this. He accepted in closing submissions that the transfer was a registrable disposition and simply left the question of whether there was valuable consideration to the Tribunal, recognising that there was not any cogent reason that he could put forward why the valuable consideration requirement could not be treated as being met. He did query whether the £5,000 apparently paid by the Applicant to acquire various interests could be said to amount to more than nominal consideration for this property, bearing in mind that the payment was said to relate to various different interests. It seems to me that for this argument to have succeeded there would need to have been some enquiries made of the trustee-in-bankruptcy as to how the figure of £5,000 had been arrived at, but I do not think that this matters when the consideration that is actually relied on is settlement of the debt owed by Mr Edmunds to Monmouthshire Building Society. For the reasons expressed above, I am satisfied that the Applicant has demonstrated that the transfer to her was for valuable consideration.

46. Although the Respondent also criticises the circumstances surrounding the transfer to the Applicant, it is an indisputable fact that there was a transfer. Again, there has been no application for rectification to reverse that transfer.

47. The effect of all of this is that, as against the Applicant, the unregistered charge has, to all intents and purposes, been “destroyed” (to use the phrasing of Ruoff & Roper ). There is no interest to protect by a notice. The Respondent’s Statement of Case and Mr Wade’s helpful skeleton argument both concluded by submitting that the notice should remain in force to put any potential purchaser or transferee on notice of the Respondent’s charge, but that does not provide any sound basis for not cancelling the notice because the effect of s.29 is that the charge would be no more binding against anyone in that category than it would against the Applicant.

48. The Respondent’s reliance on Dhillon is misplaced because there is here no application for rectification. Mr Wade submitted that if her application were to succeed then there would be an alteration to the register, bringing the “exceptional circumstances” test in Sch.4 into play. In my judgment, this argument is misconceived for at least three reasons.

49. First, it is not right to treat an application for cancellation of a unilateral notice as if it was an application for an alteration under Sch.4. While Mr Wade is correct that s.36 only permits an application to be made, rather than specifying when an application would be successful, the settled practice of this Tribunal on a referral of a cancellation application is to determine whether the alleged interest is a valid one. Here, unfortunately for the Respondent, it is not.

50. Secondly, “exceptional circumstances” are only relevant where the alteration concerned amounts to rectification, as defined in para.1 of Sch.4. That does not apply here, because cancelling the unilateral notice would not prejudicially affect the title of a registered proprietor.

51. Thirdly, the Respondent has not proved that the transfer to the Applicant was the result of fraud. As I have said, I understand why the Respondent has some suspicion about the circumstances of the transfer, but the referral of a cancellation application is not a suitable forum for making the necessary findings of fact when the Respondent has not clearly pleaded the particulars of the alleged fraud, nor put the serious allegations to Mr Edmunds or notified other parties who may be affected by any finding of fraud, such as the Applicant’s mortgagee. The Respondent is effectively asking the Tribunal to wade into deciding a matter that has not been referred to it, contrary to Inhenagwa and Patrick .

52. In his witness statement, Mr Blunt raised the existence of a trust in the Respondent’s favour. Mr Wade did not rely on this in his oral submissions, no doubt because the effect of s.33(a)(i), 2002 Act, is that a notice cannot be entered in respect of a trust of land.

53. I therefore conclude that the Respondent does not have an interest capable of being protected by a unilateral notice. CONCLUSION

54. For the reasons given above, the Chief Land Registrar will be directed to give effect to the application to cancel the unilateral notice.

55. The Applicant has been successful in these proceedings. My preliminary view is that she should therefore be entitled to her costs of the referred matter. The order that accompanies this decision will allow both parties to make written submissions on liability for costs in the light of that provisional view. Dated this 23 rd October 2025 Judge Robert Brown By Order of The Tribunal