Charlotte Lucy Mclaren v Tramperly Ltd & Ors

Cases referred to: LNOC Ltd v Watford Association Football Club Ltd [2013] EWHC 3615 (Comm) Date-Bah v Radice [2023] UKUT 289 (LC) Osagie v Onwuka [2024] UKUT (293) LC INTRODUCTION

1. The Applicant is a director of the Second Respondent company, which is the registered proprietor of the leasehold interest in the subject property, having bought it in 2021. In 2023, the First Respondent company entered into a contract to buy the property. This was signed, purportedly on behalf of the Second Respondent, by Kelly McClymont, another director. The First Respondent’s position is that the property was transferred to it by a form TR1, also signed by Ms McClymont.

2. The First Respondent applied to HM Land Registry to register the transfer. The Applicant objected, contending that she had not authorised the transfer and that it was fraudulent. The dispute was referred to this Tribunal and directions were given joining the Second Respondent as a party, so that the company was bound by the result of the Tribunal’s decision on its director’s objection. Meanwhile, the First Respondent had sold the property on to the Third Respondent company. An application made to HM Land Registry to register that transfer has not been referred to this Tribunal, but the Third Respondent was joined as a party so that it was bound by the Tribunal’s decision as to the validity or otherwise of the earlier transfer.

3. At the hearing of this matter, the Applicant represented herself and Mr Stimmler represented the First Respondent.

4. Mr Murfin attended on behalf of the Third Respondent to observe the proceedings. I did indicate that despite this I would give him the opportunity to say anything that he needed to say at the end of the hearing if that was necessary, although in the end this was not required.

5. Although the Applicant is a director of the Second Respondent, she was clear that she was attending in her personal capacity rather than in her capacity as a director. There was therefore no attendance on behalf of the company. Notice of the hearing had been given to the company by email. The Applicant confirmed that this was an email address that she monitored as a director. While it does not seem that Ms McClymont has been made aware of the hearing, I was nonetheless satisfied that notice had been given to the company.

6. I was also satisfied that it was in the interests of justice to proceed with the hearing despite the Second Respondent not being in attendance. The Applicant and the First Respondent had fully prepared their cases and were entitled to expect the Tribunal to determine the dispute between them. The Third Respondent was also entitled to know the outcome of this dispute as soon as possible so that it would know what was likely to happen to its application. Insofar as it may have been in the Second Respondent’s interest to oppose the application, this was being addressed by the Applicant. Insofar as it may have been in the Second Respondent’s interest to support the application, this was being dealt with by the First Respondent.

7. I was concerned about the position of Ms McClymont, as the Applicant’s case involved trenchant criticisms of her conduct and she was not present, nor did it seem that she had ever been given any notice of the hearing. She was not, however, a party and had never been joined as a party. In the circumstances I considered that the Tribunal should proceed with the hearing, but I warned the Applicant that there might be limits to the extent of the findings that could safely and fairly be made against Ms McClymont.

8. Therefore, having had regard to rule 34 of The Tribunal Procedure (First-tier Tribunal) (Property Chamber) Rules 2013, and guidance given by the Upper Tribunal in Date-Bah v Radice [2023] UKUT 289 (LC) and Osagie v Onwuka [2024] UKUT (293) LC, I decided at the outset of the hearing to proceed in the absence of the Second Respondent company.

9. During the hearing, the Applicant referred at times to her lack of experience and legal expertise. Mindful of her status as a litigant in person, the Tribunal afforded her a break after cross-examination so that she had time to think whether there was anything else that she wanted to say in evidence. She was also allowed some additional time after Mr Stimmler finished his closing submissions so that she could gather her thoughts. I should also record that Mr Stimmler was conspicuously fair in the way that he dealt with the case, and made appropriate allowances for the Applicant being a litigant in person. It was plain that, although not legally trained, the Applicant had done a great deal of research. I am satisfied that the great effort that she had evidently put into her preparations for trial, coupled with the arrangements made in recognition of her status as a litigant in person, meant that she acquitted herself very well during the hearing.

10. One further preliminary matter should be noted here. Some additional, late, witness statements were provided by the Applicant and the First Respondent in the run up to the hearing. These were discussed at the hearing and there was general agreement that all the additional statements should be allowed into evidence. That was a sensible and proportionate approach.

11. The Tribunal therefore heard evidence from the Applicant herself, and from Edward Azouz (a director of the First Respondent) and from Mohammed Chaudhry (a property developer who works with the First Respondent).

12. In the Applicant’s revised witness statement, filed shortly before the final hearing, she had at one point requested an order for specific disclosure. She agreed at the hearing though that no further order for disclosure was required.

13. I apologise to the parties for the delay in circulating this decision. I can say now that I have reached the clear conclusion that the Applicant’s objection to the application to register the transfer to the First Respondent is wholly misconceived. The Chief Land Registrar must therefore be directed to give effect to the application to register the transfer as if her objection had not been made. In the remainder of this decision, I shall explain why I have reached this conclusion. I shall begin by setting out the background in more detail. I assume that in those circumstances the transfer to the Third Respondent company will then be registered. There is also a pending application by the current Applicant to register a charging order in respect of a judgment entered against the Second Respondent. I assume that this will fall away as a result. Neither of those matters are before me and so they will need to be addressed by HM Land Registry. BACKGROUND

14. Despite the Applicant’s allegations of fraud, much of the background is uncontroversial.

15. The Second Respondent company was formed by the Applicant and Ms McClymont. It obviously takes its name from the shared prefix in their surnames. The company was incorporated on 26 th September 2021. Both the Applicant and Ms McClymont were directors and each had one of the company’s two shares. The company adopted model articles for a private company (limited by shares). Under the model articles, decisions of the directors had to either be unanimous, or by majority if taken at a directors’ meeting. Ms McClymont is referred to in some of the documentation as “McClymount”. In some instances, the second “c” is lowercase, i.e. “Mcclymont” or “McClymount”. In this decision, I have adopted the spelling used by the Applicant. It is not necessary to consider here how this would work when there are two directors.

16. Flat 7 at 12 Surrey Road, Cliftonville, Margate CT9 2LA is the subject of a lease for a term of 99 years from 25 th March 1989. The leasehold interest created by that lease is registered at HM Land Registry under title number K764343.

17. The Second Respondent company purchased the leasehold interest in Flat 7 for the sum of £62,000 in October 2021. The purchase was registered on 19 th May 2022.

18. The Applicant’s case is that she and Ms McClymont fell out. This caused the latter to attempt to make changes to the company using the Companies House WebFiling service. In so doing, she purported to remove the Applicant as a director. The effect of this was that the Applicant would not show up as a director to anyone using Companies House’s online search facility. The First Respondent accepted before me that what showed up online was not determinative and that the Applicant could still be a valid director.

19. Ms McClymont seems to have instructed E & K Solicitors to act for the Second Respondent company in a proposed sale of the property. The process was clearly under way by 13th February 2023, because there is an email of that date setting out heads of terms and details of the respective solicitors (the First Respondent’s solicitors were Lawgate Solicitors). E & K Solicitors then sent an email on 12 th April 202 to a solicitor at Lawgate, setting out responses to enquiries, although the original email containing the enquiries was not available at the hearing. Lawgate ceased trading in 2024 so not all conveyancing documents have been made available.

20. The contract for sale is dated 21 st June 2023, and provided for completion on the same date. The purchase price was identified as £80,800 and the contract was signed by Ms McClymont.

21. The TR1 is also dated 21 st June 2023. At section 12 of the TR1 form, it purports to be executed as a deed by the Second Respondent company, acting by a director. It is signed by Ms McClymont. Her signature was witnessed by a Giovanni Guizia.

22. Having, so it thought, bought the property, the First Respondent company decided to sell it at auction. The Applicant became aware of this and she instructed solicitors. Her solicitors wrote to the First Respondent’s solicitors on 25 th July 2023 complaining about the proposed auction sale. The Applicant also applied for a restriction to be entered against the title. I will refer to this in a little more detail later on in this decision, as part of the Applicant’s case is based on the restriction. That email explains that the solicitors have been instructed by Ms McClaren, although it also refers to her status as a director and shareholder of Mc & Mc Developments.

23. Following receipt of the Applicant’s solicitor’s email, Lawgate sought further information from E & K. A response was received on 19 th October 2023, which included a certificate of compliance with the terms of the restriction, and minutes of a meeting of the Second Respondent company, said to have taken place on 18 th June 2023, with Ms McClymont as the only attendee. The Applicant strongly disputes the accuracy of these minutes.

24. The Third Respondent was the successful bidder at auction and a TR1 was completed, dated 3 rd November 2023, to transfer the property from the First Respondent to the Third Respondent. The purchase price is identified as £79,000, i.e. slightly lower than the price paid by the First Respondent company in the summer. I will return to this further below as it has some significance in light of the Applicant’s argument that the sale to the First Respondent was at an undervalue. DISCUSSION & ANALYSIS

25. I start this section by making some brief comments about the witnesses and their evidence. 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.

26. When comparing the Applicant’s oral evidence with that given by the First Respondent’s witnesses, I must bear in mind that she was cross-examined by experienced counsel, while the First Respondent’s witnesses were not. It is clear that the Applicant has found the whole process to be a very stressful experience and that she also feels betrayed by someone who she considered to be a friend. It has therefore also plainly been a most distressing time for her. This was apparent at times in some aspects of her evidence, which at times consisted of, strongly held, opinions which were advanced as assertions of fact without much to back them up. This is not intended as a criticism of the Applicant’s cross-examination of them, just a reflection of the reality of the differing levels of experience.

27. The Applicant makes some wide-ranging allegations of fraudulent conduct. Much of this is directed at Ms McClymont. As I have already noted, there is no evidence from Ms McClymont and she has not had the opportunity in these proceedings to provide any explanation. In those circumstances, and having regard to some of the more speculative aspects of the Applicant’s evidence, I am somewhat reluctant to make findings of misconduct against Ms McClymont. In my view, the appropriate way to deal with this problem in the current case is to assess the Applicant’s arguments on the assumption that her criticisms of Ms McClymont are well-made.

28. I am not entirely convinced that all of them are. On some of the material that came out during the hearing it is possible, at the very least, that the Applicant may be taken as having authorised Ms McClymont to sell the property. Mr Stimmler quite fairly put this point to the Applicant in cross-examination. She was adamant that she had not authorised the sale, but it does seem to me that this is a possible consequence of some of what the Applicant said. For present purposes though, I will still proceed on the basis that the Applicant is correct in what she says about Ms McClymont.

29. Both Mr Chaudhry and Mr Azouz were cross-examined briefly by the Applicant. I am quite satisfied that they were honest witnesses, doing their best to assist the Tribunal about their relatively limited direct dealings concerning this property.

30. I shall proceed on the basis that the Applicant remained a director at all material times, despite the online filings made by Ms McClymont. This much seemed to be relatively common ground between the Applicant and the First Respondent. I agree with the Applicant that the effect of the Second Respondent’s articles, being the model articles, was that decisions needed to be taken by her and Ms McClymont unanimously. I therefore agree that the 18 th June 2023 minutes do not record a binding decision of the Second Respondent company, because any decision was not reached in accordance with the company’s articles. For that reason, it is not necessary to consider whether this was a genuine record of a one-person meeting held in June or a document created at a later time.

31. I do not accept, however, that this automatically invalidates the transfer seemingly executed by the Second Respondent when Ms McClymont, as a director, signed it.

32. Mr Stimmler noted that on one analysis, the answer might be found in Companies Act 2006 , s.40(1) , which provides that “In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company’s constitution”. He, quite properly, pointed out that there is some debate about whether this provision is effective where an act is done by just one director (singular) rather than the directors (plural). Mindful of the potential difficulties in resolving this question, particularly as the Applicant was not represented, Mr Stimmler did not press the First Respondent’s case on this particular point, but relied instead on another section in the 2006 Act .

33. The First Respondent’s case on this particular issue was therefore based on s.44. The relevant parts are as follows. “(1) Under the law of England and Wales or Northern Ireland a document is executed by a company– … (b) by signature in accordance with the following provisions. “(2) A document is validly executed by a company if it is signed on behalf of the company– … (b) by a director of the company in the presence of a witness who attests the signature. “… “(5) In favour of a purchaser a document is deemed to have been duly executed by a company if it purports to be signed in accordance with subsection (2). A ‘purchaser’ means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property. …”

34. The First Respondent’s case on s.44 is a simple one. The TR1 was signed by a director of the Applicant company. Her signature was witnessed. It was therefore validly executed under s.44(2). If there was any doubt about that, the First Respondent could rely on s.44(5), so that the TR1 was deemed to be duly executed. Recognising that reliance on s.44(2) alone might again raise interesting and difficult legal issues, Mr Stimmler focused on s.44(5).

35. Although there was no direct evidence on the point, Mr Azouz’s evidence was that he understood that the purchase price had been paid into the Second Respondent’s bank account rather than a personal account for Ms McClymont. The Applicant has not been able to check the company’s bank accounts and so could not dispute this. I am satisfied that payment was made to the Second Respondent’s account and so the transfer was for valuable consideration.

36. That means that the transfer is deemed to have been duly executed by the Second Respondent company, despite any lack of compliance with the company’s internal requirements, so long as the First Respondent company acted in “good faith”.

37. Mr Stimmler referred to LNOC Ltd v Watford Association Football Club Ltd [2013] EWHC 3615 (Comm) , in which the High Court explained that the question raised by the requirement of “good faith” in s.44(5) is whether a purchaser’s belief that an individual had authority to proceed was dishonest or irrational.

38. In my judgment, there is no basis whatsoever for suggesting that it was dishonest or irrational for the First Respondent to believe that Ms McClymont could enter into the transaction on behalf of the Second Respondent company. She was, at that time, listed as the only director according to Companies House. Even if, as appears to be the case, that information was not accurate, there was no reason why the First Respondent should have been aware of this problem. The law does not expect one contracting party to make enquiries into another contracting party’s internal corporate structure. They are ordinarily entitled to proceed on the assumption that the person dealing with them has authority to do so. The effect of the LNOC case is therefore that the First Respondent can rely on the transaction unless it can be shown that they acted dishonestly, or that it would be irrational for the Second Respondent to have treated Ms McClymont as having authority to bind the company. The irrationality test is a very high threshold and there is nothing here to demonstrate that treating Ms McClymont as having authority to bind her company was irrational when she undoubtedly was a director.

39. I do not consider that this is affected by the history of repeated changes of the Applicant’s position as an officer of the company. This can happen for all sorts of reasons, and there is nothing dishonest or irrational about the First Respondent relying on Ms McClymont’s apparent authority in that situation.

40. I have already noted Mr Azouz’s evidence about the payment for the property. In my judgment, there was nothing about that to make the First Respondent suspicious about the transfer so that it would be dishonest or irrational to deal with Ms McClymont.

41. The Applicant complains that an official search was not carried out until after the sale, which she claims suggests fraud and also meant that she was not notified despite having an alert set up with HM Land Registry. I reject this argument. The purpose of the search is to protect the purchaser. The First Respondent took on a degree of risk in circumstances where the search was not carried out until after the transfer was signed, but that does not mean that they took on the risk of the transfer being vitiated by lack of corporate authority. On the particular facts of this case the point about the alert goes nowhere anyway, because even when an alert was triggered the Applicant seems to have missed it and not taken any immediate action.

42. The Applicant contends that the property was sold at a significant undervalue, as it was worth around £165,000 to £180,000, when it was sold for £80,800. She asserts that this makes it a fraudulent transaction.

43. I reject entirely the Applicant’s case on valuation. No expert evidence on valuation has been adduced, although directions made by the Tribunal on 28 th April 2025 alerted the parties to the need to apply for permission to rely on expert evidence.

44. The Applicant’s valuation of over £165,000 is very difficult to square with the figure of £62,000 paid by the Second Respondent in October 2021. She explained in oral evidence that significant refurbishment work had been carried out. She told the Tribunal that she had put in around £8,500 for refurbishment and Ms McClymont had put in around £7,000. She said that as she was an interior designer she had been able to source items cheaply and Ms McClymont’s father was a builder who had done some work at low cost. This is still a remarkable increase in price. In my judgment, the Tribunal would need considerably more evidence to be able to be satisfied that the value of the leasehold interest had increased to be well over double its 2021 value (and to have almost tripled in value if one takes the top end of the Applicant’s valuation range).

45. The Applicant did not have any useful evidence of comparables. She relied on a screenshot showing the apparent value of another property, but this did not seem to have ever been properly disclosed, only having been referred to in very short terms in an additional list of documents dated 15 th November 2025. The Applicant had not produced anywhere near enough material for the Tribunal to be able to see if this was a useful comparable.

46. The other available evidence suggests that the Applicant’s valuation is grossly overstated. The First Respondent put the property up for sale at auction, at which the Third Respondent agreed to buy it for £79,000. While I recognise that sale at auction may not always lead to the best possible price, this is very close to the price paid by the First Respondent and an extremely long way from the valuation that the Applicant has put forward.

47. The Applicant’s case seemed in large part to be based on her view that the transaction might be undone by events that occurred after the sale was agreed but before it was registered. The point is understandable in the context of dealings with registered land, because a transfer of a registered estate in land is required to be completed by registration and so does not operate at law until the registration requirements are met: see Land Registration Act 2002 , s.27 .

48. This does not mean that an executed, but as yet unregistered, deed of transfer has no effect. The transfer takes effect in equity and, as between the parties, it takes effect from the date that it is executed: see Megarry & Wade: The Law of Real Property , 10 th ed., paragraphs 6-053 and 6-150.

49. The difficulty with the Applicant’s argument is starkly illustrated by her own chronology, which identified that the Second Respondent bought the property in October 2021 and that refurbishment works started immediately, even though the purchase was not completed by registration for another six months. Clearly, the Applicant’s company felt entitled to act on an executed transfer that had not yet been registered. That is entirely standard.

50. This part of the Applicant’s argument also fails to grapple with an essential feature of s.44(5), 2006 Act, which is that it is the deed that the legislation deems to have been duly executed. In this case, that means the TR1. Once the deed is accepted as having been duly executed, registration is effectively a formality.

51. I therefore do not accept that anything that took place after the TR1 was signed has any bearing on the question of good faith, other than the extent to which it might shed light on the contracting parties’ positions prior to execution of the TR1. Here though, none of the later events suggest any anything untoward on the part of the First Respondent.

52. The Applicant also complains about the subsequent sale before the transfer to the First Respondent was registered but this has nothing to do with whether the First Respondent had dealt in good faith with Ms McClymont as representative of the Second Respondent. It is also irrelevant as it postdates the TR1.

53. There is another point which can be addressed quite briefly. There was a restriction entered against the title of the property, which prevented the registration of any disposition without a certificate provided by a conveyancer certifying that the company which executed the disposition was the same as the proprietor ( i.e. the Second Respondent) and that reasonable steps had been taken to confirm that anyone signing as an officer of that company actually held office at that time.

54. The Applicant had complained that the conditions of the restriction had not been met, but her argument was wholly misconceived because she did not base it on what the restriction said, but on some different wording which had not been included by HM Land Registry when the restriction was entered. There is therefore nothing in this argument.

55. There was another problem, which is that the Applicant had at times become muddled over the identity of the solicitor who had provided the certificate of compliance. In her latest witness statement, she had asserted that this had been done by Lawgate, the solicitors acting for the First Respondent at the time. She accused them in that statement of “professional negligence and knowing participation in fraud”. In fact, as the Applicant rightly acknowledged at the start of the evidence, the certificate had been prepared by the solicitors acting for the vendor. Her extremely serious allegations were entirely groundless and should never have been made. The way in which she raised and pursued them suggests a desperation to see a criminal conspiracy where none exists. This is something that she had appeared to have been aware of before: see para.(7) of her Statement of Case (p.93 of the hearing bundle) and para.5 of her first witness statement (p.217 of the hearing bundle).

56. If she has any cause for complaint about this transfer, it is with her co-director, but any dispute that the Applicant has with Ms McClymont does not provide her with grounds for preventing the application to register the transfer to the First Respondent. CONCLUSION

57. For the reasons given above, the Chief Land Registrar will be directed to give effect to the First Respondent’s application to register the transfer of the property.

58. As the First Respondent has been successful in these proceedings, my preliminary view is that it is entitled to have its costs paid by the Applicant. I do not presently see that there is a reason to make any costs order for or against the Second and Third Respondents, as both have been no more than observers. These are only provisional views and all parties will have the opportunity to make submissions on what, if any, costs order should be made. The order that accompanies this decision gives directions for the consideration of any costs applications. Dated this 13 th March 2026 Judge Robert Brown By Order of The Tribunal