Skip to main content

Court closes web of unscrupulous landbanking and carbon credit companies that raised over £6.5 million from investors (Amended release)

31 May 2012 15:15

Insolvency Service

A web of disreputable land banking and carbon credit companies have all been ordered into liquidation in the High Court on grounds of public interest following an investigation by Company Investigations (“CI”) of the Insolvency Service.
Before being closed down, the companies between them mis-led the public into investing around £6.5 million.

The companies involved are Manor Rose Limited, MR Investment Club Limited, MR Investment Club Phase 1 LLP, Manor Rose Carbon Credit Limited, Betta Build (NW) Ltd, MRT Land Holdings Ltd, Boldacre Ltd, Morgan Rey Consultants Limited and Dakota Partners International CC Limited

Manor Rose Limited and a company called Dakota Partners International Limited (see Note 8 below) and Dakota Partners International CC Limited operated land banking businesses selling small plots of land for investment to the public and also offered to the public carbon credits for investment (see Note 16).

Morgan Rey Consultants Limited, MRT Land Holdings Ltd and Boldacre Ltd were an integral part of the land banking business acting as intermediaries between at least ten different sales agents (including Manor Rose Limited, Dakota Partners International Limited and Dakota Partners International CC Limited) and the various land owners who gave permission to the companies to market and sell the plots on the respective sites.

The sites were at:

  1. Cross Keys, Keys Farm. Mattishall, Norfolk.
  2. Flax Lane, Ormskirk, Lancashire.
  3. Hollinsfield, Hollins Farm, Burnley, Lancashire.
  4. Gambles Development, Gambles Lane, Bishops Cleve, Cheltenham.
  5. Portvale Mill, Middleport, Stoke-on-Trent.

Misleading statements were made by the companies in order to sell plots of land at these sites (and shares in Portvale Mill) at over the market value to members of the public who they cold called making false representations that the investments would bring significant returns in a 2-3 year period.

In an attempt to further deceive potential investors into purchasing plots of land at one particular site at Flax Lane, Ormskirk, Lancashire, the brochures included a letter from Betta Build (NW) Ltd of 1A Deysbrook Lane, Liverpool, L12 8RE which falsely stated that they were interested in developing the Flax Lane site.

Plots of land at both the Cross Keys and Flax Lane sites were also sold by another land banking company called Century Property Group Limited which was ordered into liquidation on grounds of public interest on 4 April 2012 having raised over £10 million from the public – see news release “Court orders unscrupulous land banking company into liquidation” issued on 5 April 2012.

MR Investment Club Limited and MR Investment Club Phase 1 LLP were, together with Manor Rose Limited, involved in selling shares in a site with planning permission at Portvale Mill, Middleport, Stoke-on-Trent. They were all based at 125 Old Broad Street in the City of London opposite Tower 42, the former trading address of Century Property Group Limited.

Manor Rose Carbon Credit Limited was set up to sell carbon credits as an investment opportunity but has not traded as a result of the Service’s enforcement action taken against the company.

Company Investigations Supervisor Chris Mayhew said:

The investigation found that false and misleading claims regarding the investment potential of the land and the carbon credits were made to the public and investors were misled into believing that the land and the carbon credits they were buying had serious investment potential.

There is no credible evidence to support the assertions made to investors who had virtually nothing to gain and everything to lose from their investment.

Unscrupulous companies, and those behind them, who prey on the vulnerable and gull honest people out of their hard earned money will not be tolerated by the Service”.


Ends

Notes to Editors

1. Manor Rose Limited was incorporated on 22 May 2009 in the name of Vintage Partners Limited. The company changed its name to its present style on 8 June 2009. The registered office of the company was at 38 Hertford Street, London, W1J 7SG. The recorded directors of the company have been Mr Paul Moore (from 1 October 2010), Mr Thomas William David Carr (from 9 October 2009 to 25 January 2011), Foster Reeve & Co Limited (incorporation agent, from 22 May 2009 to 17 August 2009), Mr Peter Martin Loughran (from 22 May 2009 to 9 June 2009) and Mr Richard James Pearce (from 9 June 2009 to 9 October 2009). The company has no recorded secretary.

The company www.manor-rose.co.uk marketed land and other investment opportunities to the public including the sale of shares in MR Investment Club Limited. The investigation revealed that its land banking business had raised at least £370,000 from the sale of land at the Cross Keys and Flax Lane sites (of which Mr Moore received £158,376); further that the company was also marketing carbon credits.

It appears that some £3,379,724 was generated by the company from the sale of carbon credits before being closed on 28 February 2012 as a result of the Service’s enforcement action. Further investigation revealed that in all Mr Moore received payments from the company totaling at least £478,995 between 15 March 2010 and 14 February 2012 and that an additional £576,703 was withdrawn in cash by him between 11 January 2011 and 28 February 2012.

The grounds for winding up the company (which were not opposed by the company save that it was asserted by its director Mr Moore that the company was unconnected with the Dakota companies and with Betta Build (NW) Ltd and or MRT Land Holdings Ltd or Boldacre Ltd) and did not cold call potential investors and should be wound up as unabale to pay its debts and not on grounds of public interest) were trading with a lack of commercial probity and operating an unauthorised collective investment scheme contrary to the prohibition in section 19 Financial Services and Markets Act 2000.

2. MR Investment Club Limited was incorporated on 22 August 2011. The registered office of the company was at Suite 3 c/o Incorporate Online Ltd, 4 Town Quay Wharf, Barking, Essex, IG11 7BZ. The sole recorded director of the company has been Mr Paul Moore (from 22 August 2011). The company has no recorded secretary.

The company’s shares (before it was incorporated) were offered to the public by Manor Rose Limited in return for an investment of £16,000 in land with planning permission at Portvale Mill, Middleport, Stoke-on-Trent. Some 27 shares (out of 45) were sold to investors raising £429,000. The site was bought by Manor Rose Limited on 3 October 2011 for £300,000. According to Mr Moore, the company afterwards paid £720,000 to Manor Rose Limited in respect of a proposed transfer of ownership of Portvale Mill to the company.

Previously the site was marketed by Claremont Forbes Land & Property Ltd which was placed into creditors voluntary liquidation on 7 September 2011 with a reported deficiency of £362,601 of which £336,000 is shown to be due to a Mr John Gaskin.

The grounds for winding up the company (which were not opposed by the company save that it was asserted by its director Mr Moore that it should not be on grounds of public interest or at all) were that it operated an unauthorised collective investment scheme contrary to the prohibition in section 19 Financial Services and Markets Act 2000.

3. MR Investment Club Phase 1 LLP was incorporated on 28 April 2011. The registered office of the company is Floor 6, 125 Broad Street, London, EC2N 1AR. The designated members (from 28 April 2011) have been Manor Rose Limited and Mr Paul Moore.

The company was the initial vehicle through which it was proposed shares in the foregoing Portvale Mill site would be sold.

The grounds for winding up the company (which were not opposed by the company save that it was asserted by its designated member Mr Moore that it should not be on grounds of public interest) were the risk that it would be used for an unlawful purpose, being either the continuation of Manor Rose Limited’s unscrupulous land banking and carbon credit business or the selling of shares in connection with the foregoing Portvale Mill site as a collective investment scheme within the definition of section 235 of the Financial Services and Markets Act 2000.

4. Manor Rose Carbon Credit Limited was incorporated on 19 April 2011. The registered office of the company is 4 Town Quay Wharf, Abbey Road, Barking, Essex, IG11 7BZ. The sole recorded director of the company has been Mr Paul Moore (from 19 April 2011). The company has no recorded secretary.

The company is connected with the unscrupulous activities and the grounds for winding up the company (which were not opposed by the company save that it was asserted by its director Mr Moore that it should not be on grounds of public interest) were the risk that it would be used for an unlawful purpose, being either the continuation of Manor Rose Limited’s unscrupulous land banking and carbon credit business or the selling of shares in connection with the foregoing Portvale Mill site (which site was about to be transferred by Manor Rose Limited to the company) as a collective investment scheme within the definition of section 235 of the Financial Services and Markets Act 2000.

5. Betta Build (NW) Ltd was incorporated on 12 March 2004. The registered office of the company is 58 Breckfield Road South, Anfield, Liverpool, Merseyside, L6 5DR. The sole recorded director of the company has been Mr Brian Anthony Ball (from 17 March 2004). The secretary is shown to be Susan Ball (from 17 March 2004 to 19 January 2005 and who was re-appointed on 16 May 2005).

The company www.bettabuild.co.uk described itself as widely recognised as one of the North West’s leading homebuilders at the cutting edge of contemporary design. It claimed to be in negotiations to buy several acres of land around West Lancashire including a large site in the Ormskirk area and to have recently completed a development of 26 houses. Despite only being incorporated on 12 March 2004 the company’s website states that it was formed 27 years ago.

The grounds for winding up the company (which were not opposed by the company) were trading with a lack of commercial probity.

6. MRT Land Holdings Ltd was incorporated on 28 September 2009. The registered office of the company is 98C Walmer Road, Lowestoft, Suffolk, NR33 7LD. The sole recorded director of the company has been Mr Michael Rodney Tull (from 28 September 2009). The company has no recorded secretary.

The company www.mrtlandholdings.com operated a land banking business and, together with Morgan Rey Consultants Limited, carried out the “back office” administration for registering investors’ plots of land. It also appears to have entered into an option agreement with Manor Rose Limited to market and sell land. Latterly the company’s mail was forwarded to 3rd Floor, Cutlers Court, 115 Houndsditch, London, EC3A 7BR.

The sites marketed and/or sold on behalf of the company included the foregoing sites at Cross Keys, Flax Lane and Hollinsfield. The public purchased plots of land for at least £1,383,126 at these sites which were received into the company’s account of which £741,557 was paid to the land owners or those associated with the land owners (including a recently dissolved company Greenspace Projects Limited), and £420,739 was paid to Boldacre Ltd’s director Mr Carl Anthony Ballard.

The grounds for winding up the company (which were not opposed by the company) were trading with a lack of commercial probity.

7. Boldacre Ltd was incorporated on 10 November 2010. The registered office of the company is Temple House, 20 Holywell Row, London, EC2A 4XH. The recorded directors of the company have been Mr Carl Anthony Ballard (from 10 November 2010), Mr Robert Stephen Kelford (for one day on 10 November 2010) and Mr Mark John Tull (also for one day on 10 November 2010). The company has no recorded secretary.

The company www.boldacre.co.uk operated a land banking business from Cavell House, Stannard Place, St Crispins Road, Norwich, NR3 1YE and on 13 April 2011 took over the business of MRT Land Holdings Ltd including its “back office” function. It also entered into an option agreement with Manor Rose Limited on or around 1 March 2011 to market and sell land. The sites marketed and/or sold on behalf of Boldacre Ltd included the foregoing sites at Cross Keys and Flax Lane.

The grounds for winding up the company (which were not opposed by the company) were trading with a lack of commercial probity.

8. Dakota Partners International Limited was incorporated on 15 September 2010. The registered office of the company was at 1 Ropemaker Street, London, EC2Y 9HT. The recorded directors of the company have been Mr Imran Rasool (from 8 October 2010) and Mr Israr Amjad (from 15 September 2010 to 8 October 2010). The company has no recorded secretary.

A petition by the Secretary of State to wind up the company on grounds of public interest was presented in the High Court on 27 February 2012. On 12 March 2012 the company was ordered into liquidation by the High Court instead on the petition of the Commissioners of Revenue and Customs presented on 27 January 2012 for £95,505.81 in respect of PAYE, National Insurance Contributions and interest for the year ended 5 April 2011.

The company www.dakotapartnersinternational.co.uk operated a land banking business and, following a search of its premises by the City of London Police in April 2011, moved to 150 Minories, London, EC3N 1LS. In addition it appears to have sold carbon credits to investors. The sites at which plots of land were sold by the company raising some £536,750 were at Cross Keys, Flax Lane, Hollinsfield and the Gambles Development.

9. Dakota Partners International CC Limited was incorporated on 8 February 2011. The registered office of the company is Suite 3, 4 Town Quay Wharf, Abbey Road, Barking, Essex, IG11 7BZ. The recorded directors of the company have been Mr Imran Rasool (for one day on 8 February 2011 and re-appointed on 20 April 2011) and Mr Christopher Gill (from 8 February 2011 to 20 April 2011). The company has no recorded secretary.

The company operated a land banking business also latterly from 150 Minories, London, EC3N 1LS selling plots of land at the same four sites as Dakota Partners International Limited. It additionally sold carbon credits to the public raising some £71,102.

The grounds for winding up the company (which were not opposed by the company) were trading with a lack of commercial probity.

10. Morgan Rey Consultants Limited was incorporated on 4 October 2010. The registered office of the company is Communications House, 26 York Street, London, W1U 6PZ. The recorded directors of the company have been Mr Mark John Tull (from 28 January 2011) and Miss Lydia Elizabeth Colebrook (from 4 October 2010 to 28 January 2011) to whom mail addressed to the registered office was forwarded to. The company has no recorded secretary.

The company www.morganreyconsultants.com operated a land banking business and (together with MRT Land Holdings Ltd) also carried out the “back office” administration for registering investors’ plots of land. It also entered into option agreements with both Dakota Partners International Limited on 15 September 2010 (prior to its incorporation on 4 October 2010) and Dakota Partners International CC Limited on 8 February 2011 for those companies to sell land at the foregoing Hollinsfield site. It appears that at least 38 plots were sold on its behalf for £352,500.

The grounds for winding up the company (which were not opposed by the company) were trading with a lack of commercial probity.

11. The petitions to wind up the companies were presented in the High Court on 27 February 2012 under the provisions of section 124A of the Insolvency Act 1986 following confidential enquiries carried out by Company Investigations under section 447 of the Companies Act 1985, as amended.

12. On the application of the Secretary of State the Official Receiver was appointed as provisional liquidator of Manor Rose Limited and MR Investment Club Limited by Mr Justice Floyd without notice to the companies on 28 February 2012 – see news release “Court appoints provisional liquidator for land banking company” issued on 6 March 2012.

13. In ordering all of the companies (apart from Dakota Partners International Limited which had earlier been wound up) into liquidation on grounds of public interest on 30 May 2012 Registrar Derrett gave a detailed and damning judgment in which she said:

“Four of the companies, namely Manor Rose Limited, MR Investment Club Limited, MR Investment Club Phase 1 LLP and Manor Rose Carbon Credit Limited, are represented by Burlingtons Legal LLP and they have been in recent correspondence with the Secretary of State’s solicitors on behalf of Mr Moore. The Court finds itself in the unusual position of having opposing evidence filed by Mr Moore in two witness statements, the first dated 23rd May 2012 and the second of no specific date in May 2012. Counsel appears on behalf of the four companies today saying that they do not contest the petitions, seeking only to ensure that the Court has all the relevant information before it so that Mr Moore cannot be criticized for not putting the information before the Court at a later stage. Further, that Mr Moore will not be seeking to take any more active role in the proceedings, but that his evidence should still carry equal weight to that of the Secretary of State when considering whether it is just and equitable to wind up the companies.

At a hearing of a public interest petition the Court will determine what is just and equitable and, whilst I have fully taken into account Mr Moore’s evidence, I do not give it equal weight to the considerable evidence presented by the Secretary of State. This is not a paper application and there is no opportunity for Mr Moore’s evidence to be tested at cross examination as these petitions are being heard today on an uncontested basis. Mr Moore has co-operated to a limited extent, but he should have properly ventilated what he now says some time ago and I am of the view that his evidence is self serving. He states that all of the marketing material was provided by either of Boldacre or MRT Land Holdings or Betta Build and that he had no reason at the time to doubt the information provided to him. Frankly this is just not good enough and Mr Moore had a duty to check whether information being passed out to the public to encourage them to invest was accurate.

The essence of the Secretary of State’s case is that the companies have, or are at the risk of, trading with a lack of commercial probity. The basis of that allegation is the business of these companies in selling plots of land to members of the public as investments on the basis of misleading statements in their marketing material and in oral communications with investors. The practice in question involves buying plots of undeveloped land and sub-dividing them into smaller plots to be offered as investments. As indicated, this practice is commonly referred to as ‘land banking’ and unfortunately comes before this Court on far too many occasions. The Secretary of State’s allegations of unscrupulous land banking relate to four sites: Hollinsfield, Cross Keys, Flax lane and Gambles. It was apparent the Flax Lane and Cross Keys sites were found to have been marketed by Dakota and Manor Rose, as well as a company called Century Property Group Limited. I am not concerned with that company today as there are separate winding up proceedings.

The evidence demonstrates that MRT Land Holdings, Morgan Rey Consultants and Boldacre obtained permission from the various land owners of those sites to market and sell plots. Those companies acted as intermediaries and had agreements with various sales agents including Dakota and Manor Rose which allowed those agents to sell the plots on their behalf. I am satisfied that the evidence obtained during the investigation shows that Dakota and Manor Rose between them sold plots on the four sites using almost identical marketing materials. I am satisfied that the method of operation was to employ sales people to make high volumes of unsolicited telephone calls in order in order to garner interest from members of the public who were subsequently misled into making an investment. I am satisfied that the allegations set out in relation to the land worth are substantially proven and that it was almost impossible for investors to see the profits claimed.

The evidence is that investors were given misleading statements designed to and actually make them invest. There was a serious disregard for investors and the business was conducted with a complete lack of commercial probity.

Although Mr Moore asserts that Manor Rose had no inter-relationship with the other companies such as Dakota, it is apparent this was not so as the provisional liquidator has reported that Manor Rose paid Mr Michael Moore, Mr Moore’s brother who was responsible for the Dakota sales staff, the sum of £224,900.37 on 4 November 2010. Despite requesting an explanation from Mr Moore, through his solicitors, on 12 March 2012, Mr Moore has yet to respond.

I am fully satisfied that the Secretary of State’s evidence demonstrates a serious disregard for investors and that the business of these companies was conducted with a complete lack of commercial probity. The Middleport site falls foul of the Financial Services and Markets Act 2000 and in my judgment is an unlawful collective investment scheme and it is entirely appropriate for me to make orders in respect of all of these companies and I therefore make the usual compulsory orders on the grounds sought. “

14. Company Investigations, a branch of the Insolvency Service, carries out confidential enquiries on behalf of the Secretary of State for Business, Innovation & Skills (“BIS”).

15. In all 75 land banking companies have now been wound up on grounds of public interest following investigation by Company Investigations,none of which have shown a profit for investors who have lost over £50 million. A list of the companies is available on request from the press office (see Note 20 below).

16. A carbon credit is a certificate or permit which represents the right to emit one tonne of carbon dioxide (CO2) and can be traded for money. The Financial Services Authority’s consumer information on carbon credit trading and what to consider before investing can be found at:

www.fsa.gov.uk/consumerinformation/scamsandswindles/investment_scams/carbon_credit

17. The Insolvency Service administers the insolvency regime investigating all compulsory liquidations and individual insolvencies (bankruptcies) through the Official Receiver to establish why they became insolvent. The Service also authorises and regulates the insolvency profession; deals with disqualification of directors in corporate failures; assesses and pays statutory entitlement to redundancy payments when an employer cannot or will not pay employees; provides banking and investment services for bankruptcy and liquidation estate funds; and advises ministers and other government departments on insolvency law and practice. Further information about the work of The Insolvency Service is available from www.bis.gov.uk/insolvency

18. All public enquiries concerning the affairs of the companies should be made to: The Official Receiver, Public Interest Unit , 21 Bloomsbury Street, London, WC1B 3QW. Telephone: 0207 637 1110 Email: piu.or@insolvency.gsi.gov.uk

19. Media Enquiries should be directed to: Kathryn Montague, Media Relations Manager, Telephone 020 7596 7674 or Ade Daramy, Press Officer on 020 7596 6187.

Contact Information

Ade Daramy
Name
Ade Daramy
Job Title
Mr
Division
Insolvency Service
Phone
020 7596 6187
Fax
Mobile
Email
ade.daramy@insolvency.gsi.gov.uk