Holyoake v Candy: Summary of the case

Dismissing Mark Holyoake’s claim against Christian and Nick Candy, Mr Justice Nugee gave the following summary of his full 200-page judgment:

In July 2011 Mr Mark Holyoake contracted, in the name of Hotblack Holdings Ltd (Hotblack), a company ultimately owned by him, to buy Grosvenor Gardens House (GGH), a substantial Victorian mansion block on the edge of Belgravia, for £42m, with the intention of converting it back from low-grade offices to high-class residential use [1]-[3].

When the time came to complete the purchase he did not have the necessary money and asked Mr Nicholas Candy, a close friend of his, for a loan of £12m. Mr Candy discussed it with his brother Mr Christian Candy and a loan was arranged in less than 24 hours, the £12m being lent to Mr Holyoake personally by CPC Group Ltd (CPC), a company owned (at least ostensibly) by Mr Christian Candy. That enabled Hotblack to complete the purchase [4].

In November 2011 however CPC asserted that Mr Holyoake had failed to comply with the terms of the loan, in particular in failing to provide an acceptable net asset statement showing that he had net assets of £120m [5].

In January 2012 CPC discovered what they asserted was a further breach by Mr Holyoake in charging other properties of his to another lender. CPC claimed to be entitled to immediate repayment of the £12m and a further £5.74m in interest, and required Mr Holyoake to enter into a Supplemental Loan Agreement acknowledging his breaches. Mr Holyoake did so, and subsequently a whole series of further agreements rescheduling the loan on terms. Mr Holyoake succeeded in obtaining planning permission for GGH, but was obliged under one of the agreements with CPC to sell it before it could be developed, which he ultimately did in February 2014 for over £86m. That enabled him to repay CPC not only the loan and interest but also a number of extra fees and charges CPC had required for the further agreements. In total Mr Holyoake paid back some £37m to CPC. Overall the project made a substantial loss for Mr Holyoake [6].

In this action he complains that CPC, the Candy brothers and CPC’s directors acted unlawfully in numerous ways, deceiving him into entering the loan by a statement that his net asset statement was being sought as a formality and would not be used against him; making unlawful threats to persuade him to enter into the Supplemental Loan Agreement and other agreements; and using litigation as an improper means to force him to enter into disadvantageous agreements. He seeks to set aside the original loan agreement for fraud, and the later agreements for duress and undue influence. He claims damages for fraud, intimidation, abuse of litigation for improper purposes, unlawful interference with economic interests, and conspiracy to use unlawful means. He also has claims under the Data Protection Act 1998 for misuse of his personal data, claims that certain terms of the agreements are unenforceable as penalties, and claims under the Consumer Credit Act 1974 to reopen the terms of the agreements [7].

The judgment considers each of these allegations in turn, examining the relationship of the parties in detail over the period from the loan being made in October 2011 until it was repaid in February 2014. None of the protagonists (Mr Holyoake, Mr Christian Candy and Mr Nicholas Candy) emerge from the trial with great credit. Each has been shown to have been willing to lie when they consider their commercial interests justify them doing so [10].

Mr Holyoake repeatedly lied – including in a formal statement of case for this action – and he and his associates resorted to forgery, deceit and impersonation [27]-[30].

Mr Christian Candy, with the encouragement of his brother, told a series of deliberate lies to Mr Holyoake in November 2011 [172]-[181].

The judgment finds however that none of Mr Holyoake’s claims has been made out:

CPC did not say that the net asset statement was a formality that would never be used [135]-[142].
Mr Holyoake did not have £120m in net assets and his net asset statement was deficient in a number of respects, and CPC were entitled to treat the loan as in default [154]-[160].
Mr Christian Candy did lie to Mr Holyoake in November 2011 about CPC needing to disclose the loan to Mr Holyoake’s senior lender, Investec, but Mr Holyoake did not believe him and was not deceived, and no legal consequences follow [172]-[181].
Mr Christian Candy did threaten to sue Mr Holyoake, take a wrecking ball to his assets and leave him with nothing [222]-[224]. It was the threat of litigation and the potentially ruinous consequences that persuaded Mr Holyoake to enter into the Supplemental Loan Agreement. CPC was however entitled to sue him and that threat was not unlawful [234]-[236].
Mr Christian Candy did not, as alleged, make a physical threat to Mr Holyoake’s wife, although he made an ill-judged and insensitive remark about her [225]-[227], [233]. Mr Nicholas Candy did not, as alleged, threaten that his brother would sell the debt to debt collectors who would use physical violence to Mr Holyoake and his family[304]-[322].
There was no duress, undue influence, intimidation or unlawful interference with economic interests [396]-[412], [432]-[437].
There was no conspiracy to use unlawful means [266]-[287], [438]-[450].
CPC did issue 4 sets of proceedings against Mr Holyoake but was not guilty of abuse of process [413]-[431].
There was no breach of the Data Protection Act [451]-[465].
The terms of the agreements were not unenforceable as penalties [466]-[488].
The claims under the Consumer Credit Act were for the most part covered by a settlement made between the parties in October 2013 which should not be reopened[489]-[510]. Later claims do not succeed as the relationship between the parties was not unfair, and even if it had been the Court would have declined to reopen the terms of the loans in the light of Mr Holyoake’s deceitful conduct [511]-[525].