High Court Examines £4.35million Investment Dispute Linked to Failed Kew Care Home Project

What did the High Court decide?

In Brian Padgett v David Boulter [2026] EWHC 2744 (Ch), handed down on 26 October 2026, Deputy High Court Judge Caroline Shea K.C. considered a dispute brought by Brian Padgett, acting as the executor of John Porter’s estate, against David Boulter.

The case arose from a failed business venture in which Mr Porter invested £4.35 million in a project to develop a care home on the site of a former Biothene plant at Melliss Avenue, Kew, London. The investment was made through a series of connected transactions in 2020.

The proceedings included allegations that Mr Boulter had made actionable misrepresentations about the investment, the anticipated priority return and the prospects of securing development funding. The parties also disputed the enforceability of agreements concerning occupation of properties in Switzerland, an option to purchase land, refurbishment funding and rental income.

The judgment addresses these issues against the terms of the agreements, the evidence presented at trial and the applicable principles of English and Swiss law.

What was the Kew Project?

The Kew Site was purchased in December 2017 for £13 million by Melliss Ave Planco Limited. The original investors included Beaufort Ventures II (Jersey) Limited, Tenor Associated Investments Limited and Avalion Living Limited.

In July 2019, Richmond upon Thames Council resolved to grant planning permission for the proposed care-home development, subject to conditions and the completion of a section 106 agreement. The investors subsequently sought institutional funding to support the development.

Discussions between Mr Porter and Mr Boulter centred on Mr Porter acquiring most of Beaufort’s investment for £4.35 million. The transaction was intended to support the project and restructure the existing investment interests.

Why did the investment dispute arise?

Under a deed dated 21 August 2020, known as the Letter Agreement, Mr Porter agreed to fund the Beaufort buyout. The agreement also addressed Mr Boulter’s right to occupy a Swiss property, an option to purchase it and other rights connected with the investment.

A shareholder agreement was subsequently executed in September 2020. It set out the priority for distributing available cash, including repayment of senior and mezzanine debt and a £1.5 million payment associated with the Beaufort loan.

The project did not obtain the development or equity funding anticipated by the parties. Financing arrangements changed, and a new senior facility from Octopus Real Estate took priority over Mr Porter’s investment. Planco eventually entered liquidation because it could not repay the loan, leaving no funds available for distribution to Mr Porter or the other equity partners.

The estate’s claim sought to establish that representations made during negotiations had induced Mr Porter to enter into the investment arrangements. Mr Boulter disputed the allegations and relied on the contractual documents to support his position.

What were the misrepresentation allegations?

The estate alleged that Mr Boulter had made statements about the investment and the project’s financial prospects that were false or substantially false. The allegations included representations about a priority return of £1.5 million, the nature of Mr Boulter’s investment interest and the prospects of obtaining development funding.

One central issue was the meaning of the expression “priority” in the documents and discussions. The estate contended that the statements conveyed that the £1.5 million return would be paid personally by Mr Boulter ahead of other financial obligations. The defendant relied on the shareholder agreement and its provisions for the order in which available cash would be distributed.

The estate also relied on communications about potential development funding, including information concerning Patrizia Property Investment Managers and alleged offers for the Kew Site. It argued that the project had not been adequately positioned to obtain the funding or equity described during the negotiations.

The legal framework included section 2(1) of the Misrepresentation Act 1967. The relevant questions included whether a representation was made, whether it induced a contract, whether loss resulted and whether the person making the representation had reasonable grounds for believing it to be true.

The court examined the contractual wording and the circumstances in which the agreements were entered into. The claims must be understood by reference to the findings and conclusions in the approved judgment, rather than by treating the allegations themselves as established facts.

What property rights were disputed?

The agreements also concerned two properties in Verbier, Switzerland: le Petit Monde and Cheval Marin. Under the original Letter Agreement, Mr Boulter was granted rights to occupy le Petit Monde without rent for a specified period, alongside an option to purchase the property.

A variation agreement dated 11 July 2021 changed the arrangements. It provided for Mr Boulter to use Cheval Marin for six years from 1 September 2021 and then le Petit Monde for a further six years. It also dealt with rental income from two studio flats, refurbishment costs, an option over a parcel of land and cash-flow funding.

The estate and Mr Boulter disagreed about the validity and enforceability of certain rights under Swiss law. The proceedings therefore required the court to consider whether the relevant contractual provisions satisfied applicable formalities and whether any invalid provision affected the remainder of the agreements.

The judgment also considered alleged obligations to provide refurbishment funding and cash-flow loans, the remedies available if contractual obligations had been breached, the accounting of rental income from the studio flats and potential obligations to repair the properties.

What did the court say about expert evidence?

The judgment discusses significant procedural problems during the trial, including the failure to agree a list of issues and the use of multiple overlapping trial bundles. The judge observed that these problems made the proceedings more cumbersome and contributed to delays in preparing the judgment.

The court also considered an application concerning a witness statement prepared by a solicitor who had not been involved in the events at the centre of the dispute. The statement included extensive commentary on documents and submissions in support of the client’s case. The court struck out the statement, noting the restrictions imposed by Practice Direction 57AC on the content of witness statements.

Expert valuation evidence was another important procedural issue. One valuation report had been prepared without the expert properly appreciating the duties imposed by CPR Part 35. A later declaration could not cure the fundamental defect, because the report had not originally been prepared with the required overriding duty to assist the court in mind.

The judge therefore declined to rely on that expert’s evidence, except where an opinion coincided with evidence from the other expert that the court accepted. The discussion underlines the importance of independence, compliance with procedural requirements and careful preparation of expert reports.

What are the wider legal implications?

The dispute illustrates the risks associated with complex investment transactions where financial expectations, contractual priorities and personal arrangements are recorded across several documents. Clear drafting is particularly important when parties intend to create a personal payment obligation or a priority return that differs from the distribution waterfall established by a shareholder agreement.

It also demonstrates the importance of distinguishing allegations from findings. Statements made during negotiations must be assessed in context, including the wording of the signed agreements, the information available at the time and the evidence of reliance and loss.

For solicitors advising on cross-border transactions, the case highlights the need to consider the law governing contractual obligations alongside the formal requirements that may apply to rights concerning foreign property. Where a transaction includes occupation rights, options and land-related arrangements, those issues should be addressed expressly during drafting and due diligence.

Finally, the court’s observations on trial preparation and expert evidence reinforce the need for agreed issues, organised bundles, compliant witness statements and independent expert analysis. Procedural shortcomings can consume court time and undermine the effectiveness of a party’s evidence.