My comments as follows using the same numeration:
1. There is a distinct separate legal personality between a company and an individual. That is basic common law.
3. You misunderstand the schedule. This shows the certificated costs incurred by the Seller against payments made. The schedule does not detail the cost of the outstanding work to be done. A separate cost estimate and quote was obtained via a new contractor and quantity surveyors for Tuscola which valued the outstanding works cost £2,448,000 which was the amount paid into Tuscola’s escrow account, that is , retained by the buyer when they purchased the freehold to pay for the outstanding works to be finished. The schedule shows that the amount allegedly owed to the developer at the time the contractor stopped work was £3,165,802. All funds have been accounted for and accounts audited and filed at Companies House.
4. Both Austin Hall and Asquith House have reached Practical Completion and I have sent you the evidence. We have not been able to complete the legal leases as our clients have not provided us with instructions, warranty documents and the remaining documentation.
5. We obviously differ as to the meaning of clause 10.11. I do not understand your reference to negative pledge insofar as this applies to the transaction. I attach a legal definition which explains what it means if this assists
An undertaking by a debtor to a lender not to create, or permit to subsist, security or otherwise encumber certain of its assets in certain circumstances without the prior written consent of the lender. It is a covenant usually found in a loan agreement or in the terms of a bond. In a bond, it may simply prohibit the creation of security in certain circumstances unless the same security is created for the bond on a pari passu basis. The purpose of a negative pledge is to ensure that other creditors do not obtain a preferred claim over the assets of the debtor in the event of insolvency
I am sorry but I do not think I can be of any further assistance in this matter. I am no longer acting for or instructed by Pinnacle who are retaining new solicitors who I am told will be dealing with the delayed completion of your lease.