Sangeeta Mittal v Barclays Bank Plc & Ors

This is my judgment in relation to the Claimant’s application dated 14 April 2025:

The Claimant is married to Pramod Mittal, who is the son of the late Mohan Lal Mittal (‘Mr Mittal’). Mr Mittal died earlier this year.

The Claimant was born in Kolkata in 1961. Her evidence is that, when she and her husband married, they moved into a substantial property in Kolkata.

In 1998, a long lease of a valuable property in London – Renaissance Court, 3-5 Woods Mews, London W1 (the ‘Property’) – was purchased by a company called Global Infrastructure Holdings Limited (‘GIHL’) for the sum of £8.8 million. In her witness statement in support of her amendment application, the Claimant wrongly states that the lease was purchased by Global Steel Holdings Limited (‘GSHL’), but the purchaser was in fact GIHL.

The Claimant relocated from Kolkata to London. She moved into the Property with her furniture and belongings, and she has been in occupation of the Property ever since. She lives there with her husband and children.

In 2002, the lease of the Property was acquired from GIHL by Meadswell using a mortgage provided by Barclays Private Bank & Trust Limited (‘Barclays PBTL’). Barclays PBTL was granted a first registered charge over the leasehold estate (the ‘2002 Charge’).

Significantly, on 8 March 2002 the Claimant executed by deed a Letter of Consent consenting to the loan and the charge, and agreeing and undertaking not to assert any right against the mortgagee by way of overriding interest or otherwise (the ‘Letter of Consent’). Mr Chai, appearing for the Claimant, accepted that the Claimant signed the Letter of Consent, and the Letter of Consent is not impugned in any version of the Claimant’s claim.

In 2007, Meadswell bought the freehold of the Property. The effect of that was to merge the leasehold and freehold estates. The freehold was purchased with a loan from Barclays PBTL, with some of the proceeds of the loan being used to discharge the original facility. Barclays PBTL was granted a first registered charge over the freehold estate (the ‘2007 Charge’).

On 30 November 2007, Meadswell and the Claimant executed a Licence Agreement (the ‘Licence’). On its face the Licence is a licence for the Claimant to occupy the Property, terminable on notice by Meadswell. The Claimant now wishes to amend her claim to seek a declaration “that the Licence has been validly rescinded and is void and of no effect” on the grounds that her execution of the Licence was procured by alleged misrepresentations made to her by the servants or agents of Meadswell.

In 2016, the benefit of the 2007 Charge was assigned to the First Defendant, Barclays Bank plc (‘Barclays’). Barclays is therefore the current mortgagee.

It is common ground that Meadswell has defaulted on its repayment obligations. On 19 April 2023, Barclays appointed the Second – Fourth Defendants (the ‘Receivers’) as LPA receivers of the Property. The Receivers want to obtain possession of the Property and sell it to discharge the debt owed to Barclays.

In November 2023 the Claimant’s solicitors wrote to the Receivers’ solicitors. In that letter, it was said that the Claimant is the “ultimate beneficiary of Meadswell” on the basis that “[t]he shareholder structure of Meadswell Estates Limited is that the shareholder is Prasan PTC Limited (Trustee of Trust Prasan PTC Trust) holding on behalf of the Trust. Mrs Mittal, our client, is the beneficiary of the Trust.” That letter indicated that the Claimant was “keen to purchase the Property” and made some proposals to that end.

The same month, the Claimant’s solicitors wrote again to assert that the Property should not be subject to a freezing injunction (with which I am not concerned), and that “Mr Pramod Mittal’s lawyers will soon challenge the same on the basis that the beneficial interest in Meadswell Estates Limited and Renaissance Court lies with the Prasan Trust.” That letter enclosed, and relied upon, a copy of the Licence that the Claimant now wants to rescind.

In December 2023, the Claimant’s solicitors wrote again asserting that it had come to their attention that the Receivers were about to sell the Property. That letter said that “this Property was purchased for the residential use of the Mittal family under the family Trust (the Prasan Trust)” and referred to a decision said to have been taken by Meadswell in May 2023 (i.e. after the appointment of the Receivers) to transfer the Property to her, such that the Claimant would (upon that transfer) “benefit from the equity of redemption.” Ultimately, however, the Property was not sold in 2023.

The present proceedings were issued on 11 October 2024.

In her original claim form, the Claimant sought relief against Barclays PBTL, Barclays (albeit the Claimant gave an address for Barclays in the Isle of Man), and the Receivers.

The Claimant’s claim form was then amended prior to service pursuant to CPR r.17.1(1) (although the amended claim form erroneously records that it was amended pursuant to an Order of Master Kaye dated 20 November 2024). The amendment effectively removed Barclays PBTL as a defendant to the claim, and removed any reference to the Manx address for Barclays. That amended claim form is the current version of the Claimant’s claim form. I refer to it below as the ‘Current Claim Form’.

In the Current Claim Form, the Claimant claims to be “the beneficial owner of” the Property. However, in her original (and indeed current) particulars of claim, which were supported by a statement of truth signed by the Claimant on 8 October 2024, and which I refer to below as the ‘Current Particulars of Claim’, the Claimant does not provide any coherent explanation as to how her beneficial ownership of the Property is said to arise.

On the contrary: the Claimant avers (at paragraph 20 of the Current Particulars of Claim) that GSHL (this is another incorrect reference to the original purchaser, which as I have said was in fact GIHL) held the lease of the Property acquired in 1998 on a resulting or constructive trust for a BVI incorporated company called Direct Investments Limited, (‘DIL’) or for another BVI incorporated company called Prasan PTC Limited (‘Prasan’), or both, who in turn held their interest for, or on, a trust called the ABC Trust, which is said to have been settled in 1995, and subsequently for, or on, another trust called the Prasan Trust, and ultimately for the beneficiaries of those trusts. DIL, Prasan, the ABC Trust, and the Prasan Trust are all companies or trusts associated with the Claimant’s family. This resulting or constructive trust is said to bind Meadswell as successor in title.

The pleading of this alleged resulting or constructive trust is obscure, but for present purposes the important point is that the Claimant alleges in the Current Particulars of Claim that Meadswell holds the Property on trust for corporate entities, which holds it for, or on, the trusts of one or more trusts, of which trusts the Claimant is a member of the class of beneficiaries. That is not a pleading that the Claimant is the beneficial owner of the Property in her own right.

The Claimant also avers in the Current Claim Form that her beneficial interest in the Property is an interest which overrides Barclays’ interest, on the basis that “[w]henD1approved the loan they failed to obtain the consent of the Claimant and did not enquire about the Claimant’s basis of occupation accordingly pursuant to section 28 and/or 30 of, and paragraph 2 of Schedule 3 to the Land Registration Act 2002 the Claimant has an overriding interest by virtue of her occupation. The Claimant seeks a declaration that she has an overriding interest, a declaration that the charge is void and an order removing the charge from the Land Registry.”

In this context, it seems that “the loan” means the current loan (which was originally made in 2007 by Barclays PBTL, the benefit of which was assigned to Barclays in 2016, and pursuant to which the Receivers have been appointed) and “the charge” is a reference to the 2007 Charge. However, that loan and that charge were originally “approved”, not by Barclays, but by Barclays PBTL. Endeavouring to construe this in a manner favourable to the Claimant, her current case seems to be that:

Barclays then filed and served a defence, and the Receivers filed and served a defence and counterclaim seeking possession of the Property. In their respective defences, the Defendants rely on the Claimant’s execution of the Letter of Consent. Further, the Receivers aver thatBarclays is entitled to be subrogated to rights under prior securities that were discharged by the 2007 Charge, including in respect of the 2002 Charge to which the Claimant consented.

On 14 April 2025, the Claimant issued the present amendment application. The amendment application was accompanied by draft amended particulars of claim. By paragraph 6 of those draft amended particulars of claim, the Claimant sought to allege that the purchase of the Property “was funded by the Claimant’s father-in-law, Mr M L Mittal, and various entities owned directly or indirectly by Mr M L Mittal or other family members. For tax reasons, Renaissance Court was purchased by [GIHL] but it was intended from the outset by the Claimant and those controlling the entities which financed the purchase that

The Claimant sought to aver that:

The Defendants opposed the application, and a hearing was listed before Master Kaye on 28 July 2025. However, in the skeleton argument filed shortly before that hearing, the Claimant’s counsel indicated that the Claimant would seek to amend the amendment application. On 25 July 2025, new draft amended particulars of claim were provided by the Claimant. For obvious reasons, the hearing listed for 28 July 2025 could not proceed effectively. Accordingly, the hearing was vacated and the amendment application was adjourned.

On 28 August 2025, the Claimant then provided yet further draft amended particulars of claim. Those are the draft amended particulars of claim in respect of which the Claimant now seeks permission to amend, and I refer to them below as the ‘Draft Amended Particulars of Claim’.

In broad summary, the Claimant now seeks to plead as follows:

The Claimant also seeks to join Meadswell as an additional defendant to the claim and permission to serve the amended claim on Meadswell out of the jurisdiction. The parties agree that, if I give permission to amend the claim, the orders for joinder and service out would follow on the basis that Meadswell, as the legal owner of the Property, would clearly be a necessary party to the amended claim, and on the basis that this court has jurisdiction to determine that claim against Meadswell.

Subject only to certain differences of emphasis, the applicable legal principles were largely common ground between the parties.

Pursuant to CPR r.17.1(2)(b), the Claimant requires the court’s permission to amend her claim. The court has a broad discretion whether to grant permission to amend: CPR r.17.3. In the exercise of that discretion, the court will apply well-established principles, which were very helpfully summarised by Nicklin J in Amersi v Leslie [2023] EWHC 1368 (KB), at [140]:

The merits test for granting amendments is the same as that for summary judgment, in respect of which Nicklin J provided an equally helpful summary in Amersi v Leslie, supra, at [142] (which I bear in mind, but do not set out in full in this judgment). Referring to Elite Property Holdings, at [42], Mr Mohyuddin KC on behalf of the Defendants submitted that the burden of satisfying the merits test is on the Claimant. I agree.

I was also referred to the judgment of the Master of the Rolls and Newey LJ in CNM Estates (Tolworth Tower) Limited v Carvill-Biggs [2023] EWCA Civ 480, in which their Lordships said, at [75] – [76], as follows:

It will be seen that their Lordships applied the merits test to amendments which “put forward a new case.” At paragraph [77] of their judgment, they also referred with approval to the decision of HH Judge Eyre QC (as he then was) in Scott v Singh [2020] EWHC 1714 (Comm), at [19], that, in the context of an application for permission to amend a statement of case, the merits test applies to a “new case set out in the proposed pleading.”

Thus, the application of the merits test is limited to any new case advanced in, or by, the proposed amendments. In his oral submissions, Mr Mohyuddin KC agreed with that proposition, which also seems to me to be right in principle: in the context of an application for permission to amend a statement of case, the true purpose of the merits test is to separate the wheat of viable amendments from the chaff of incoherent, inadequate, or hopeless amendments. Evidently, identifying and isolating the extent to which a proposed amended pleading puts forward a new case itself requires an exercise of judgment on the court’s part.

In my judgment, where an opposing party contends that the applicant's original case contains a fatal flaw that would in any event require the claim to be struck out or to be the subject of reverse summary judgment, the proper course is to apply directly for that relief. It is not to resist amendments that are themselves adequately pleaded, coherent, and (to the extent they introduce a new case) satisfy the merits test.

Finally, even if proposed amendments satisfy the merits test, the court retains a discretion to refuse permission to amend.

The Claimant was represented at the hearing by Mr Chai. In his candid submissions, Mr Chai accepted that the amendments now proposed by the Claimant were intended to cure issues with the Claimant’s Current Particulars of Claim. He also accepted that the amendments could have been made sooner, although he submitted that the amendments do not constitute “very late” amendments, such that, so long as the amendments pass the merits test, the strength of the Claimant’s case is not a factor to be taken into account in determining whether to grant permission to amend.

Mr Chai submitted that the case the Claimant now seeks to advance is plausible, not self-contradictory, and not contradicted by any of the contemporaneous documents.

In respect of the proposed amendments to the Claimant’s case in respect of her alleged beneficial interest in the Property, Mr Chai submitted that the basic elements of both a proprietary estoppel claim and a common intention constructive trust claim are now pleaded. He submitted that the Claimant’s evidence is that Mr Mittal, who is said to have been a director of GIHL at the relevant time, gave her assurances that the Property would be “her home… for life”. On the basis of those assurances, which are said to have been the common intention of both the original purchaser of the leasehold estate in the Property (GIHL) and of the Claimant, the Claimant acted to her detriment in relocating herself and her family from Kolkata to London. The Claimant is therefore entitled to an equity in the Property by estoppel, or is the beneficial owner of the Property via the imposition of a constructive trust. Mr Chai characterised the Claimant’s interest under this trust as being a life interest, as opposed to an absolute interest.

As to the Claimant’s case as to how this interest is said to have endured and now to bind Barclays, the Claimant’s case remains broadly as set out in her Current Claim Form, namely that her interest is an overriding interest because she was in evident actual occupation of the Property at the time that the 2007 Charge was granted. Her case is that she did not consent to the postponement of her interest to that charge, and no enquiries were made as to the basis of her occupation at that time.

In respect of the Letter of Consent executed by the Claimant, Mr Chai submitted that, once Meadswell purchased the freehold of the Property, the leasehold estate, along with the original 2002 Charge over it, was extinguished.

In that regard, I asked Mr Chai what the Claimant’s position was in respect of the Bank’s case that it is entitled to be subrogated to the extinguished charge to which the Claimant explicitly consented via the Letter of Consent. Mr Chai acknowledged that, as a matter of general principle, the Bank is entitled to be subrogated to the rights under the charge that was extinguished via its loan, but submitted that the court should not “put the cart before the horse” by determining that issue at this stage.

As to the Claimant’s proposed claim to rescind the Licence, Mr Chai referred me to the Claimant’s evidence in support of this application, in which she alleges that she executed the Licence on the basis of representations made to her by Messrs Ashok Agrawal and Umesh Somani, who are said to have “managed the family office”, and are alleged to have been Meadswell’s agents, that the Licence would record the terms of her occupation of the Property as originally explained to her by Mr Mittal, whereas in fact the Licence is inconsistent with that alleged explanation. Mr Chai submitted that this gave rise to an arguable claim that the Claimant’s execution of the 2007 Licence had been procured by a misrepresentation by Meadswell’s servants or agents.

The Defendants were represented at the hearing by Mr Mohyuddin KC and Mr Edwards. Opening his submissions, Mr Mohyuddin KC characterised the Claimant’s claim as “audacious”, on the basis that the Claimant seeks effectively to take free of a multi-million pound mortgage secured against the Property in favour of a third-party lender.

Mr Mohyuddin KC criticised the Current Particulars of Claim as hopelessly confused and incoherent. He took the court through the various iterations of the Claimant’s case as to the beneficial ownership of the Property, beginning with the way in which it was articulated in the correspondence I refer to at paragraphs 11 - 13 above, and traversing the Current Particulars of Claim and the various earlier versions of draft amended particulars of claim provided by the Claimant. Mr Mohyuddin KC submitted that the Claimant’s earlier articulations of her case as to the beneficial ownership of the Property were inconsistent with the case now set out in the Draft Amended Particulars of Claim.

In respect of the Claimant’s proposed proprietary estoppel and common intention constructive trust claims, Mr Mohyuddin KC submitted that the Draft Amended Particulars of Claim have no real prospects of success. He submitted that, even as pleaded in the Draft Amended Particulars of Claim, the Alleged Intentions, and the alleged representations/assurances to the Claimant that they would be carried into effect, are at their highest no more than an intention that the Claimant be entitled to the use of the Property, as opposed to an intention that she obtain beneficial ownership of the Property.

As to the Claimant’s alleged detrimental reliance, Mr Mohyuddin KC submitted that there is “no case on detriment” pleaded. He submitted that the reliance pleaded – that the Claimant relocated from Kolkata to London with her family and her possessions – is insufficient to found an equity in the Property in her favour.

Mr Mohyuddin KC naturally placed heavy reliance on the Letter of Consent. He submitted that the Claimant’s execution of the Letter of Consent defeats her claim. When she was asked to sign it, she did not assert any overriding interest when she could be expected to have done so. That was the Claimant’s opportunity to assert her alleged beneficial interest in the Property, and she failed to do so.

In respect of subrogation, Mr Mohyuddin KC submitted that this is also a complete answer to the Claimant’s case that her beneficial interest in the Property overrides the bank’s interest. I asked Mr Mohyuddin KC whether Barclays’ right to be subrogated to the rights under the securities that were discharged by the 2007 Charge is limited to the quantum of the earlier loans (perhaps plus interest). He submitted that it was not because the earlier 2002 Charge was an “all moneys” charge, although I was not referred to any authority on the issue and the point was not developed in submissions.

As to the Claimant’s proposed claim to rescind the Licence, Mr Mohyuddin KC referred to the fact that the Claimant previously relied on the document which she now seeks to rescind. He observed that the proposed claim is based on an alleged misrepresentation by Mr Agrawal and Mr Somani as Meadswell’s servants or agents, but that neither was a director of Meadswell at the relevant time. He submitted that their authority to act on behalf of Meadswell is a necessary ingredient of the claim, and that it is missing in the proposed pleading.

Finally, in respect of the Claimant’s proposed claim to put in issue the validity of the Receivers’ appointment, Mr Mohyuddin KC characterised this as an attempt by the Claimant to withdraw her previous admission (paragraph 3 of the Current Particulars of Claim avers in terms that the Receivers have been appointed as LPA receivers of the Property). He submitted that the Claimant has not articulated any basis to put the validity of the Receivers’ appointment in issue, and her bare attempt to do so stands no real prospects of success.

The amendment application

In my judgment, the Claimant should be permitted to amend her claim to plead her proprietary estoppel and common intention constructive trust claims.

I consider that the bare essentials of a coherent claim by the Claimant to a beneficial interest in the Property have been articulated:

Evidently this is all very far from being a ringing endorsement of the proposed claim. However, it seems to me that it is impossible at this stage to characterise the Claimant’s proposed new case as to her beneficial interest in the Property as either misconceived in law or so fanciful as to be capable of being summarily dismissed. In those circumstances, it seems to me that the low bar of the merits test for the grant of permission to amend is surmounted. As the amendments are not “very late” amendments, I should not therefore reject the amendments on the basis that the proposed claim is implausible, weak, or thin. In my judgment, the proper forum for the determination of this case is not on the application for permission to amend, but at trial.

As to the Defendants’ reliance on the Letter of Consent and the doctrine of subrogation:

In any event, based on the submissions made to me, I have not reached the conclusion that subrogation represents a fatal flaw to the Claimant’s case. Mr Chai accepted that, as a matter of general principle, Barclays would be entitled to be subrogated to earlier securities that were discharged by the 2007 Charge. However, beyond that, the potential legal arguments available to the parties in relation to subrogation (for example, in respect of my question to Mr Mohyuddin KC whether Barclays’ rights via subrogation were limited by the quantum of the discharged loans) were not developed before me in any detail. That only serves to reinforce my view that the Claimant’s amendment application is not the appropriate forum in which to determine this issue.

As to the Claimant’s proposed claim to rescind the Licence, the Claimant’s case is that her execution of the Licence was induced by the misrepresentation of Mr Agrawal and Mr Somani, who are said to have been Meadswell’s servants or agents. However, Mr Mohyuddin KC is right to submit that the Claimant has not provided proper particulars as to how it is said that Mr Agrawal and Mr Somani were appointed or authorised to act as Meadswell’s servants or agents. In the circumstances, I will defer my determination of this aspect of the amendment application, and I will direct the Claimant to provide proper particulars of the basis on which it is said that Mr Agrawal and Mr Somani were authorised to act on behalf of Meadswell.

Finally, as to the Claimant’s proposed amendment to place in issue the validity of the Receivers’ appointment, I agree with Mr Mohyuddin KC that the Claimant has articulated no sustainable basis on which the appointment might be challenged or questioned. On the contrary, the validity of the Receivers’ appointment is apparent on the face of the documents. I therefore refuse permission to amend the claim to put the validity of the Receivers’ appointment in issue.

Joinder of Meadswell and service out of the jurisdiction

It was common ground that, if and to the extent that I gave permission to amend, I should join Meadswell as an additional party to the claim and give the Claimant permission to serve the amended claim out of the jurisdiction on Meadswell. I agree that those are appropriate orders to make, and I will make those orders.

At the outset of the hearing, I observed to Mr Chai that the Draft Amended Particulars of Claim are formally defective, in that they purport to show amendments (and re-amendments) to an earlier version of the draft amended particulars of claim. In fact, pursuant to CPR PD 17 paragraph 2.2-2.4, the amendments should be shown as ‘track changes’ to the Current Particulars of Claim. Mr Chai agreed and undertook to provide the court with a version of the Draft Amended Particulars of Claim showing the amendments to the Current Particulars of Claim.

I therefore intend to direct the Claimant to file and serve a further version of the Draft Amended Particulars of Claim setting out, in the correct format, the amendments for which I have given permission. This should include the proposed amendments in respect of the Claimant’s claim to rescind the Licence, which should set out proper particulars of the Claimant’s case as to how it is said that Mr Agrawal and Mr Somani were appointed or authorised to act as Meadswell’s servants or agents. In light of the extent of the amendments, the Claimant should also file and serve a ‘clean’ version of the Draft Amended Particulars of Claim that does not show the original text.

Subject to that, I will hear the parties on the deferred issue (whether I should grant permission to amend to bring a claim to rescind the Licence) and on the appropriate form of order consequential on this judgment, including in respect of costs.