High Court Delivers Judgment in Garden House Software v Marsh and Others, Examining IP Assignment, Wrongful Trading, and Dishonest Assistance
Mr Justice Fancourt delivered judgment in Garden House Software Limited v Timothy John Marsh and Others ([2026] EWHC 2184 (Ch)) on 18 August 2026, following hearings across April, May, and June 2026 in the Business and Property Courts of England and Wales. The case involves Garden House Software Limited as claimant and seven defendants, including five individuals, Timothy John Marsh, Timothy Nicholas Rowland, Andrew Porter, Mark Harrison, and Lucy Sun, alongside Pamela Ball and Serisys Asset Holding Limited. The judgment addresses a wide range of insolvency and company law claims: whether an assignment of the company's intellectual property was a transaction at an undervalue (within the meaning of section 238 of the Insolvency Act 1986), whether it constituted a transaction defrauding creditors under section 423 of the same Act, whether directors engaged in wrongful trading, and whether certain defendants are liable for conspiracy or dishonest assistance in breaches of trust. The judgment also examines the validity and effect of charges over a software asset referred to as Adypt, registered in 2019 and 2026, in the context of whether they impede the relief available to the claimant. Addleshaw Goddard acted for the claimant. Cadence Solicitors acted for the First, Second, Sixth, and Seventh Defendants (including Marsh and Serisys Asset Holding Limited). JPP Law acted for the Third, Fourth, and Fifth Defendants.
Why this matters
This judgment engages some of the most commercially contested areas of UK insolvency and company law, including the conditions for setting aside an IP assignment as a transaction at an undervalue or a transaction defrauding creditors, the wrongful trading standard for directors, and the requirements for establishing dishonest assistance in a breach of trust. The range of defendants and the multi-ground nature of the claim illustrate the complexity of post-insolvency litigation where assets have changed hands through layered corporate structures. The case also tests the interaction between insolvency avoidance provisions and subsequent security interests, an area of practical importance for creditors and insolvency practitioners.
On the Ground
The litigation activates insolvency litigation, company law, and intellectual property practice areas simultaneously. Solicitors advising on similar matters will focus on the availability of sections 238 and 423 remedies where IP has been transferred at below market value, and the threshold for director liability under wrongful trading provisions. Addleshaw Goddard acted for the claimant; Cadence Solicitors acted for the First, Second, Sixth, and Seventh Defendants; JPP Law acted for the Third, Fourth, and Fifth Defendants. A trainee on this type of matter would assist with disclosure review and categorisation, chronology preparation covering the company's financial history, witness statement bundle coordination, and trial bundle pagination.
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