Land deal that led to a secretive offshore company owning block hit by ‘illegal eviction’ attempt

A land deal which led to a building hit by claims over an “illegal eviction attempt” being acquired by an offshore company led to questions being raised by administrators.

Developer Elliot Lawless bought the freehold of land on Upper Parliament Street from Liverpool Council in 2016 while an 116-room block of flats, Parliament Place, was being constructed on the site.

The land was later transferred to another company owned by Mr Lawless, 1DOM Ltd.

READ MORE: People told to leave their homes within weeks in ‘illegal eviction attempt’

The date at which this transfer took place became a matter of some dispute after the company that originally owned it, Parliment (sic) Place Ltd, went into administration in 2020.

In October 2020, leaseholders – owners of individual units in the block – applied to have Parliment Place Ltd put into administration amid claims of not receiving guaranteed rent payments they were owed.

In an administrators’ report filed with Companies House in February 2021, solicitors acting on behalf of the leaseholders stated they had been informed the property had been transferred the week before the company went into administration to 1DOM Ltd.

However, the transfer to 1DOM Ltd had not been filed with the Land Registry and questions were raised by the administrators as to whether it had actually taken place at all, and what the details of any transfer which did take place were.

In a dispute lasting more than two years, administrators attempted to gain access to records relating to the land deal from Elliot Lawless and his Liverpool-based solicitors Hill Dickinson.

According to a series of joint administrators’ reports, “several attempts” had been made through 2021 and 2022 to gain more information about the nature of the transaction and the valuation given to the land – as well as company records that could help administrators determine the company’s assets.

After failing to get the documents required, administrators had asked the court to compel Mr Lawless to hand over evidence about the transaction.

Before the hearing, which had been set for July 2021, took place, Hill Dickinson partner and former business associate of Elliot Lawless Michael Murphy met with the administrators alongside Mr Lawless to discuss the information request.

The report states: “At the meeting the Joint Administrator clearly set out the outstanding items that were required and why. The director advised that the freehold had been legally transferred and that fair consideration had been paid for the transfer and he would instruct his accountant to release all documentation to evidence the position.”

It adds that while some “limited” documents were then provided, these were “insufficient” to address the queries the administrators had.

After the court hearing took place, more information was provided which “seemed to suggest the freehold had been transferred at the time the director said it had been” but which did not show “fair consideration” had been paid.

In a further court hearing, administrators attempted to gain access to more documents. Mr Lawless eventually submitted a statement to the court that he had no further evidence to provide.

The administrators said they then wrote to Mr Lawless challenging the land transfer and demanding its return to the company or compensation equivalent to its value.

They claimed the land transfer contravened company laws because it was an undervalued transaction, a “preference payment”, a “transaction defrauding creditor” and “not legally transferred.”

Mr Lawless disputed these claims and said that in any case the value of the freehold had been “dramatically reduced” due to cladding problems with the building – a claim for which the administrators said he had provided no evidence.

Mr Lawless had offered to make a £50k settlement payment against the claims by creditors, which by January 2023 had reached over half a million pounds.

The offer was rejected, with a deadline put in place for an increased offer, although administrators later noted “this had not been made”.

While the administration proceedings were ongoing and discussions taking place over the legality of the land transfer between Parliment Place Ltd and 1DOM Ltd, a legal charge was placed on the land by an Isle of Man-based company, Collateral Investments Ltd.

Solicitors had to contact Kings Counsel – senior barristers who deal with the most complex of legal cases – in order to gain advice.

According to the report, they were advised that it would be “uncertain” a court case against Collateral Investments Ltd – which later changed its name to Schloss Roxburghe Holdings Ltd – would rule in favour of the creditors unless it could be proved that the company knew about the administration proceedings before registering the charge.

Parliment Place Ltd was shortly afterwards moved into liquidation, a process which is still ongoing. Administrators have filed confidential reports with the Insolvency Service over the actions of Mr Lawless.

The Insolvency Service said that when a company has entered into insolvency, practioners have a duty to file reports into the conduct of the company’s directors and where there is evidence of misconduct and it is in the public interest, it may investigate and pursue enforcement measures to tackle misconduct, such as director disqualification.

However, a spokesperson added: “We do not comment on our investigatory activity, including whether or not we are looking into specific individuals or allegations.”

Collateral Investments Ltd became the registered freeholder of the property on December 16, 2021 with the price paid stated at the Land Registry as £400,000.

As an overseas company registered in the Isle of Man, there is very little publicly available information about the ownership of the company, now known as Schloss Roxburghe Holdings Ltd..

All overseas companies, however, which own property in the UK are now required to register with Companies House as an oversees entity. Documents filed show that the company was registered in the UK earlier this year by Gareth Evans of The Company Specialists, a company based at 53 Rodney Street, Liverpool.

The ultimate beneficial owner is listed as another Isle of Man-based company, the Schloss Roxburghe Foundation. The ultimate owner of that company is, in accordance with both Isle of Man and UK law, not made public.

Leaseholders told the ECHO they were contacted by Mike Murphy on behalf of another Isle of Man based company, Prime Management Ltd, stating that the company was the “retained asset manager” for Schloss Roxburghe.

In emails seen by the LDRS, Mr Murphy spoke of a deal that was in the process of being made with Serco for them to take possession of the building under an emergency housing scheme for people seeking asylum in conjunction with the Home Office.

The Home Office declined to comment as did Serco, but a spokesperson did confirm talks had been talking place over use of the building, although Serco later withdrew after issues emerged during due diligence.

Liverpool Council also confirmed it had been made aware of plans by Serco to make use of the building.

Prime Management is owned by the Regent Foundation, whose ultimate owner is not made public.

When Schloss Roxburghe and Prime Management were contacted for comment, a spokesperson said the two companies were part of the same group, later adding that Prime Management was the sole shareholder of Schloss Roxburghe.

Providing a statement from Schloss Roxburghe, which the spokesperson said was deemed the “most appropriate” of the companies to respond, the spokesperson said that Schloss Roxburghe had decided to withdraw from the deal when it realised “the upheaval to tenants was too great”.

Mr Lawless told the LDRS he was not connected with any of the companies but did not respond to requests for comment regarding the land transfers or the claims by administrators regarding their legality.

Michael Murphy and Hill Dickinson have also been approached for comment.

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