Restructuring plan does not compromise guarantee debt

A landlord of a Virgin Active Gym premises issued an application for summary judgment against two guarantors of the lease obligations. As is well known, Virgin Active proposed a restructuring plan in 2021, which was approved by the relevant majorities and sanctioned by the court.

The plan compromised rent due from Virgin Active as tenant and the landlord then pursued claims under the guarantees. The defendants resisted the application for summary judgment on various grounds.

These included that the plan varied the terms of the lease, negating the effect of the guarantees or, alternatively, the plan compromised any arrears and therefore even if those sums were guaranteed, there were no amounts owing under the guarantee.

The deputy master considered the legislation on plans and the provisions of the plan itself and found that, as a matter of law, the plan compromised the debts due under the lease by operation of law, but it did not vary the terms of the lease itself and therefore there was no variation that would negate the terms of the guarantees.

As for the argument that the plan compromised the arrears such that they did not fall due under the guarantees, the deputy master pointed to the clear provisions of the guarantees, which made it clear that the guarantors would not be released by variations of the lease, or by any other matter unless such release was by way of release under seal given by landlord, which had not happened. Summary judgment was therefore granted.

Oceanfill Limited v Nuffield and Cannons Group Limited [2022] EWHC 2178 (Ch)

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