How unilateral amendments to a deed may cost a lender its security
The briefing considers the case of Boult v Together Personal Finance Ltd [2026] EWHC 809 (Ch), which provides a useful reminder of the dangers of material alterations to deeds without the approval of all relevant parties.
The rule in Pigot’s Case
Pursuant to the rule in Pigot's Case (1614) 11 Co Rep 26b, 77 ER 1177, a material alteration to a deed or other instrument made after execution, without the approval of the party liable under it, will render the document void.
Modern English courts have made it clear that in order for this rule to apply, the alteration must be (i) deliberate (i.e. intentional, not purely accidental) and (ii) material (i.e. affecting the rights or obligations under the deed, or potentially prejudicial to the to the relevant party’s legal rights or obligations).
In accordance with Raiffeisen Zentralbank Österreich AG v Crossseas Shipping Ltd [2000] 1 WLR 1135, in assessing the materiality of the alteration, it must be judged by reference to the potential prejudice at the time the alteration was made, not by what ultimately occurred or whether that prejudice later crystallised.
A party cannot be permitted to alter an executed deed unilaterally and then seek to rely on later events or corrective steps to avoid the consequences if the alteration is detected.
Boult v Together Personal Finance Ltd [2026] EWHC 809 (Ch).
This rule was recently tested in the case of Boult v Together Personal Finance Ltd [2026] EWHC 809 (Ch). Ms Boult entered into a short-term bridging loan with Together Personal Finance ("TPL") to refinance existing borrowing. The loan was to be secured by a legal charge over Ms Boult's residential property only, and the neighbouring land, which Ms Boult also owned, was excluded from the security. After execution, and without Ms Boult's knowledge or consent, TPL's solicitors added the title number of the neighbouring land to the legal charge in manuscript. The amended charge was then registered at HM Land Registry against both titles. TPL subsequently removed the charge and restriction from the title of the neighbouring land. When Ms Boult failed to repay the loan within the term, TPL issued possession proceedings against Ms Boult in relation to her residential property (but not the neighbouring land). Ms Boult relied on the rule in Pigot's Case, arguing that the unauthorised alteration rendered the deed void.
What did the court decide?
The High Court found in favour of Ms Boult, holding that the lender's legal charge was void in its entirety and not merely in respect of the unauthorised addition, leaving the lender with no enforceable security, including over the residential property that was originally intended to be charged. Notwithstanding the failure of the security, the court confirmed that Ms Boult remained personally liable for the underlying debt.
In reaching that conclusion, the court held that the addition of a further parcel of land to the charge was both material and deliberate. It was material as it enlarged the scope and legal effect of the security at the time of alteration. As to deliberateness, the court held that, although the alteration was made under a mistaken belief by the lender’s solicitors that the parties had agreed that the legal charge would be over both the residential property and the neighbouring land, the conscious insertion of the additional title number was not accidental. The court considered it irrelevant that the alteration was said to be an administrative mistake or made in good faith; fraud or dishonesty was not required for the rule in Pigot's Case to apply.
What lessons can be taken from the case?
- Avoid amending documents in finance transactions after execution without the consent of all parties to those documents;
- A legal charge rendered void by a post-execution alteration without the relevant consents is void from the moment of alteration and cannot be revived by later correction; and
- Void security cannot be salvaged. Once a legal charge is rendered void, the lender is left entirely unsecured, with no enforceable security even over property that was originally intended to be charged and validly agreed by the parties to form part of the security. As a result, the lender is left as an unsecured creditor.
It should be noted that the facts of this case are somewhat extreme, involving the amendment of documents without the consent of the relevant parties.
However, even where all relevant parties consent to an amendment, care should be taken when making amendments to finance documents:
- amending documents creating security risks inadvertently creating new registrable security which, if created but not registered at Companies House, would be void as against a liquidator, administrator and any creditor of the company;
- amending loan agreements may risk original guarantee and security packages covering the debt and face challenges from other creditors or others; and
- where mistakes have been identified and the document has already been entered into, the safest approach may be to enter into a deed of rectification or to enter into new documents altogether.
When considering such amendments to finance documents it is therefore advisable to speak to legal counsel.
