High Court dismisses £334,000 unjust enrichment claim in AG Retail v Andron

The High Court has granted summary judgement dismissing a facilities management contractor's claim that a shopping centre's new owner had been unjustly enriched by allowances negotiated against the purchase price, finding the claim could not satisfy the requirement that any enrichment be at the contractor's expense.

In AG Retail Num (6) Limited v Andron Contract Services Limited [2026] EWHC 1951 (KB), Tom Little KC, sitting as a Deputy Judge of the High Court, held that Andron Contract Services Limited had no real prospect of success in its claim against AG Retail Num (6) Limited, the purchaser of the leasehold interest in the Golden Square Shopping Centre in Warrington.

Andron had provided facilities management services at the centre under a contract with the previous leaseholder, Alaska UK Trustees Limited, and the receivers subsequently appointed over its assets. It continued providing those services through November and December 2022 but was never paid for that period, invoicing a total of £333,948.76. AG Retail purchased the lease from Alaska and the receivers in December 2022, with the sale agreement providing for various allowances against the purchase price, including a credit reflecting the service charge float and a further allowance for a shortfall in service charge income from vacant units. Andron's case was that the statement of account underpinning these allowances had, by a mistake of fact, failed to record Alaska's outstanding liability to Andron, meaning AG Retail had effectively received an enrichment that should properly have been reduced to account for the unpaid invoices.

Applying the four-stage framework for unjust enrichment claims derived from Benedetti v Sawiris [2014] AC 938 and refined in subsequent authority, the judge accepted, with some reservations, that Andron had a real prospect of establishing that AG Retail had been enriched, declining to resolve that question on a summary basis given the note of caution sounded in Investment Trust Companies v Revenue and Customs Commissioners [2017] UKSC 29. However, he found the claim failed decisively on the requirement that any enrichment be "at the expense of" the claimant.

Drawing heavily on Lord Reed's analysis in Investment Trust Companies, the judge held that Andron's contractual relationship was with Alaska and the receivers alone, entirely separate from and remote to AG Retail's purchase of the lease, and that none of the recognised categories in which an indirect benefit can nonetheless be treated as equivalent to a direct transfer, such as agency, assignment, sham transactions or a genuinely co-ordinated single scheme, applied on these facts. Any benefit conferred on AG Retail through the negotiated allowances had been given by Alaska and the receivers, not by Andron, and Andron's proper recourse remained a debt claim against Alaska or the receivers, which it had not pursued. The judge described the claimant's argument, if accepted, as amounting to a fundamental and unsupported extension of the law in this area.

The judge went on to hold, more briefly, that no recognised unjust factor was present either, rejecting Andron's reliance on a third party mistake said to have been made by Alaska in preparing the completion statement, and finding no authority supported treating another party's mistake as sufficient to render a defendant's enrichment unjust in these circumstances.

With both the "at the expense of" and "unjust" elements unsatisfied, the judge concluded there was no real prospect of success and no other compelling reason for a trial, granting summary judgement in AG Retail's favour and rendering it unnecessary to consider the alternative application to strike out the claim.