UK Construction and Law

The director behind four Mentmore companies must pay the landlord's costs personally

By Staff Writer  |  4 September 2026

A golf course lease passed through four companies in one family's ownership while the freeholder pursued disrepair and forfeiture. The High Court has upheld a non-party costs order against the director who ran every round of it: a bare denial of personal interest in a witness statement did not have to be accepted.

Michael Gaymer owns the freehold of two golf courses once run as the Mentmore Golf Course and Country Club, next to Mentmore Towers, a Grade 1 listed house held for the benefit of Simon Halabi's family. In 1995 he granted a 99 year reversionary lease of the courses from June 2012, at a substantial rent and with a lessee's repairing covenant. A family trust bought the tenant company in 2006. The lease went to a second family company in 2012, the club closed in 2015, that company entered administration the same day the lease moved by pre-pack to a third, and when the third was liquidated the lease passed to a fourth, Mentmore Greenland Limited, each time on a loan from another family company secured on the lease.

Mr Gaymer served a section 146 notice on 4 January 2017 alleging disrepair and the tenant counter-noticed under the Leasehold Property (Repairs) Act 1938. Four sets of proceedings followed: the 1938 Act claim, forfeiture ending in a possession order of 29 November 2023 enforced on 2 February 2024, and two relief applications, one by Mentmore Greenland and one by the lender, both struck out as an abuse of process on 31 May 2024. Costs orders against Mentmore Greenland remain unpaid.

The costs order

On 9 July 2025 His Honour Judge Murch at the County Court at Luton ordered Mr Halabi personally to pay Mr Gaymer's costs under section 51 of the Senior Courts Act 1981. Mr Halabi was the only director of Mentmore Greenland to have taken any part and had sworn every relevant witness statement. He had told the court in 2019 that he and the family trust had put large sums into the property and that he would not allow the lease to be forfeit, and he had paid costs and rent personally and through service companies he owned, including 31,477 pounds himself and 117,909 pounds from one company. The judge found him the real party to the litigation, or at any rate a party in very important and critical respects, standing to gain the benefit the authorities require.

On appeal Mr Halabi relied on his own untested witness statement that he had no beneficial interest in Mentmore Greenland, no personal interest in the litigation and did not stand to benefit from it, argued that the court below was bound to accept it, and said only a financial gain outside the company's own success could make a director the real party.

These are circumstances where the Judge is entitled and indeed required to rely on his own evaluation of all of the evidence and is not bound by a bare assertion to the contrary in a witness statement, even if that witness statement has not been challenged in cross examination.

Mr Justice Thompsell, Chancery Division

Benefit need not be money

Mr Justice Thompsell dismissed the appeal on 2 September 2026. A section 51 application is an exercise of statutory discretion, not the trial of a cause of action, and the ordinary rules of evidence do not apply, so the judge could not be criticised for deciding it without cross-examination. The denial of personal interest was a bare assertion that did not engage with the ways a director might have such an interest, and the appellant had every chance to support it with evidence. The judge below had not found him a beneficiary of the trusts, only that the structure was murky for want of evidence.

The personal benefit that makes a director the real party is not confined to a collateral financial gain. The authorities speak of a benefit to the director whether financial, reputational or otherwise, and a director who uses a company as his alter ego for his own purposes can be made to pay.

Here the investment in the land, what the estate meant to the family, a chain of holding companies taking the lease whenever the last one failed, the promise not to let it be forfeit, the payments and the ready access to trust money all pointed to a man keeping the lease as a family asset for as long as possible.

For anyone facing a thinly capitalised company run by one individual, the company is not a costs shield. Where a director funds, controls and gives the evidence in litigation that serves his own ends rather than the company's, a court may look through the company to him without any finding of dishonesty, and a witness statement saying otherwise will not by itself stop it.