Name Change Is Not a Transfer: Standing of a Renamed Registered Mortgagee to Seek Possession under s.62(7) of the Registration of Title Act 1964

Introduction

This commentary examines the High Court of Ireland decision in Pepper Finance Corporation (Ireland) DAC v Moynihan & Halpin [2025] IEHC 577 (Conleth Bradley J., 21 October 2025). The appeal arose from a Dublin Circuit Court order (6 November 2024) granting possession to Pepper Finance over a residential property at 106 Walkinstown Avenue, Dublin 12 (Folio 57406F, County Dublin).

Procedurally, the appeal was a rehearing under the Courts of Justice Act 1936, meaning Pepper, as the moving party, bore the onus to establish the statutory proofs for a possession order. The second defendant, Ms Esther Halpin, was the sole occupant and notably supported Pepper’s application. The first defendant, Mr Sean Moynihan (self-represented), opposed the application, principally disputing Pepper’s entitlement to sue by questioning its ownership of the mortgage and registered charge. He portrayed Pepper as merely a servicing agent and floated allegations of loan sales to third parties.

The High Court affirmed the Circuit Court’s possession order. The judgment restates and clarifies core principles governing summary possession applications over registered land under section 62(7) of the Registration of Title Act 1964 (as applied by the Land and Conveyancing Law Reform Act 2013), with an important emphasis: a corporate name change of the registered mortgagee does not undermine standing to seek possession and does not equate to a transfer requiring proof of assignment.

Summary of the Judgment

The High Court dismissed the defendants’ appeal and affirmed the possession order. Applying the Supreme Court’s framework in Bank of Ireland Mortgage Bank v Cody [2021] IESC 26, the Court held that Pepper established:

• Existence of a valid mortgage/registered charge over the property (Deed of Mortgage and Charge dated 14 December 2007; Folio 57406F entry dated 9 July 2008).
• Default causing the secured monies to become due (prolonged arrears since 2009; formal demand letters of May and July 2022; current arrears measured in hundreds of thousands of euro; only minimal intermittent payments).
• A bona fide application to realise the security (sale would require vacant possession; compliance with the procedural regime including Order 5B of the Circuit Court Rules and the Code of Conduct on Mortgage Arrears (CCMA)).

On ownership, the Court accepted that Pepper is the legal owner of the loan and security: GE Capital Woodchester Home Loans Limited simply changed its name to Pepper Finance Corporation (Ireland) Ltd (later designated as a DAC) by CRO-recorded special resolution. There was no assignment or sale; hence no “Global Deed of Transfer” existed. The folio’s reference to GE as the charge holder remained consistent with this continuity of identity. The borrowers’ contention that Pepper was merely a servicer for an unnamed purchaser was rejected as unsupported.

The Court therefore ordered that Pepper recover possession of 106 Walkinstown Avenue and set a subsequent date to address costs.

Analysis

Precedents Cited and Their Influence

• Bank of Ireland Mortgage Bank v Cody [2021] IESC 26; [2021] 2 I.R. 381
  Cody is the touchstone for section 62(7) applications. The Supreme Court held that the applicant must prove (i) ownership of the charge and (ii) that the right to possession has arisen and is exercisable. Bradley J. expressly applied Cody’s framework, using the now-familiar tripartite articulation (as formulated in Start Mortgages DAC v Connaughton) to structure the analysis: valid security, default/due sums, and bona fide realisation of security.
• Start Mortgages v Ryan [2021] IEHC 719
  Woulfe J. (on appeal from the Circuit Court) emphasised that, because of section 31 of the 1964 Act, the Land Registry folio is conclusive evidence of title, and the correctness of the register cannot be challenged by way of defence in summary possession proceedings. Bradley J. relied on this principle to rebut the defendants’ attempt to undermine Pepper’s standing by collateral attacks on the register.
• Tanager DAC v Kane [2018] IECA 352
  The Court of Appeal confirmed that the accuracy of the register is not open to attack in s.62(7) summary proceedings; the correct route is rectification, not a defensive collateral challenge. This case underpinned the Court’s view that the folio entry naming the original charge holder is conclusive as to the identity of the legal owner, unless and until altered by proper process.
• Start Mortgages DAC v Connaughton & Connaughton [2023] IEHC 364
  Heslin J. distilled Cody’s requirements into three practical proofs: (1) secured monies by mortgage, (2) default making the sums due, and (3) a bona fide application to realise security. Bradley J. expressly adopted that formulation.
• Pepper Finance Corporation (Ireland) DAC v Moloney [2023] IECA 161
  Allen J. addressed borrower contentions akin to those raised by Mr Moynihan (e.g., “servicer vs owner” narratives). The citation signals that similar arguments have been consistently rejected, reinforcing that bare assertions of loan sales or servicing arrangements are insufficient absent probative evidence contradicting registered title.
• Pepper Finance Corporation (Ireland) DAC v Egan [2025] IECA 161
  Bradley J. paraphrased Bolger J.’s observation that Pepper was seeking possession on its own behalf as legal owner of the mortgage, not as an agent for another. The point aligns with the Court’s rejection of the “servicer only” characterisation advanced by the borrower in this case.
• Start Mortgages DAC v Ramseyer & Anor [2024] IEHC 329 and Pepper Finance Corporation (Ireland) DAC v Jenkins & anor [2018] IEHC 485
  Cited by the borrower to press for strict proofs of ownership. Bradley J. accepted the need for strict proof but found the evidential record here (particularly the CRO documented name change and absence of assignment) met the threshold.

Legal Reasoning

The Court’s reasoning proceeds in three steps aligned with Cody/Connaughton:

1. Proof of security over registered land
   Pepper exhibited the 14 December 2007 Deed of Mortgage and Charge, signed by both defendants, charging 106 Walkinstown Avenue to secure repayment. The charge was registered as a burden (Folio entry dated 9 July 2008), thereby establishing ownership of a registered charge over registered land. The mortgage deed included express powers of possession and sale upon default, with certain statutory restrictions excluded (e.g., s.20 and s.17 of the Conveyancing Act 1881), fortifying the security-holder’s enforcement rights.
2. Default causing sums to become due and right of possession exercisable
   The Court accepted extensive affidavit evidence of long-standing arrears (dating back to 2009), formal default and acceleration demands (May/July 2022), and a statement of account corroborating the debt (e.g., €628,418.60 outstanding as at 28 November 2022; further increases by October 2024). Even the very modest payments made in 2024 did not alter the core reality of persistent, material default. On this basis, the right to possession had clearly arisen and was exercisable.
3. Bona fides and procedural compliance
   Pepper proceeded bona fide to realise the security, demonstrating:
   • Compliance with Order 5B of the Circuit Court Rules and the specific form of Civil Bill for possession.
   • Engagement with the CCMA/MARP, including classification decisions and notice of appeal rights (letters from 2016 onwards) and confirmation that the moratorium was not breached.
   • Pre-litigation mediation advice and notifications under the Mediation Act 2017.
   • Realistic sale considerations—vacant possession was necessary; without it, the power of sale would be ineffective.

On standing, the critical issue was whether Pepper was entitled to sue as owner of the mortgage and charge. The borrower argued Pepper was only a servicer and that the beneficial interest had been sold. The Court found:

• The folio recorded GE Capital Woodchester Home Loans Limited as owner of the charge. A special resolution confirmed that, on 11 October 2012, that company changed its name to Pepper Finance Corporation (Ireland) Ltd (later a DAC designation). No transfer occurred. The legal person remained the same.
• In consequence, the plaintiff was the same legal entity as the registered owner of the charge, merely under a new corporate name. The absence of a “Global Deed of Transfer” was consistent with this; there had been no assignment.
• The register is conclusive (s.31 RTA 1964). Challenges to its correctness cannot be raised as a defence in s.62(7) summary possession proceedings (Tanager; Start v Ryan). Bald assertions of off-register loan sales did not displace the register, particularly where the plaintiff’s evidence positively asserted continuity of ownership and no transfer.

Equitable arguments about “clean hands” had no purchase in the absence of any demonstrated misconduct by the lender or non-compliance with the CCMA; if anything, the record showed conscientious engagement and procedural care. The fact that the sole occupant (Ms Halpin) supported Pepper’s application further undercut any equitable resistance.

Finally, the Court noted that Pepper was acting on its own behalf as owner (see the Court of Appeal in Egan) and was entitled under section 28 of the Central Bank Act 1997 (as amended) to service the credit agreement it owned. The appeal was therefore dismissed and the possession order affirmed.

Impact and Practical Significance

The judgment consolidates several vital points for Irish mortgage litigation over registered land:

• Corporate name change ≠ transfer of mortgage. Where the registered mortgagee changes its corporate name, standing to pursue possession under s.62(7) persists without need for proof of assignment. A CRO-recorded name change suffices to demonstrate continuity of identity. This will curb unfounded “servicer only” defences premised on conflating name changes with loan sales.
• Conclusive register principle is robust in summary possession. Borrowers cannot deploy s.62(7) proceedings as a platform to impeach the Land Registry. Where the folio shows the charge registered, and the plaintiff evidences continuity of legal identity, the court may proceed without entertaining collateral challenges to register accuracy.
• Cody triad operationalised. The decision showcases the Cody/Connaughton tripartite checklist (security, default, bona fides) as the practical roadmap for both applicants and courts. It underscores the premium on clear evidential exhibits: deed/charge, folio, facility letter, statements of account, demand notices, and CCMA/Mediation Act compliance.
• Servicer-versus-owner narratives face a high evidential bar. Allegations of off-register loan disposals must be substantiated. Absent compelling documents evidencing a transfer, courts will not infer a sale to a third party where the plaintiff demonstrates legal continuity and the register shows the original charge holder.
• Occupant support can matter practically, though not determinative. While the applicant must still prove its case, the occupant’s non-opposition reduces scope for equitable objections and signals the absence of procedural unfairness in enforcement.

In future possession appeals, this judgment will be cited for the proposition that a mere change in corporate name does not interrupt or diminish a registered mortgagee’s rights, and that the Cody framework continues to provide a disciplined, evidence-led path to orders for possession.

Complex Concepts Simplified

• Section 62(7) Registration of Title Act 1964: A summary court process allowing the registered owner of a charge over registered land to seek possession once the principal sum has become due. If granted, the applicant is deemed a mortgagee in possession.
• Conclusive Register (s.31 RTA 1964): The Land Registry folio is conclusive evidence of legal ownership of registered interests. You generally cannot dispute its correctness as a defence in summary possession; the proper route is a separate rectification process.
• Registered charge vs mortgagee: In registered land, the security is recorded as a “charge” on the folio. The person registered as owner of the charge is the mortgagee (the secured creditor) for enforcement purposes.
• Corporate name change vs assignment: A change of a company’s name does not change its legal identity. An assignment/transfer, by contrast, passes rights to a different legal person and must be proved. Here, only a name change was shown; no transfer occurred.
• CCMA/MARP: The Central Bank’s Code of Conduct on Mortgage Arrears and its Mortgage Arrears Resolution Process require lenders to engage with borrowers, assess for alternative repayment arrangements and observe moratoria. While not a direct source of title, compliance is frequently considered in possession applications for principal private residences.
• Order 5B, Circuit Court Rules: The procedural code that governs certain possession actions, prescribing the form of the Civil Bill and necessary affidavits/exhibits to ground a summary possession claim.
• Bona fide realisation of security: The applicant must demonstrate that the possession application is a genuine step to enforce the security (e.g., to sell the property if necessary), not an abusive or collateral measure.

Conclusion

Pepper Finance v Moynihan & Halpin is a careful application of well-settled principles to a familiar set of borrower defences. It underscores:

• The primacy of the codified Cody triad (security, default, bona fides) in s.62(7) cases over registered land.
• The conclusive nature of the register and the inadmissibility of collateral attacks on it within summary possession proceedings.
• That a corporate name change of the mortgagee does not require proof of assignment; it preserves standing to enforce the charge.
• The ongoing importance of documentary discipline: folio, facility letter, mortgage deed, demand letters, statements of account, CCMA and Mediation Act compliance.

In the broader legal context, the decision fortifies certainty in mortgage enforcement by confirming that formal, evidenced continuity of the registered charge-holder is sufficient for standing—even where the folio still bears the former corporate name. For lenders, it is a reminder to maintain clean documentary trails (especially around corporate changes). For borrowers, it signals that unparticularised allegations of loan sales or “servicing only” roles will not defeat a well-proven s.62(7) application.

Case Snapshot

• Court: High Court of Ireland (Bradley J.)
• Citation: [2025] IEHC 577
• Property: 106 Walkinstown Avenue, Dublin 12 (Folio 57406F)
• Security: Deed of Mortgage and Charge, 14 December 2007; charge registered 9 July 2008
• Default: Persistent arrears from 2009; formal demands in 2022; significant outstanding balance/arrears by 2024
• Key Holding: Pepper, as the same legal entity following a corporate name change from GE Capital Woodchester Home Loans Ltd, is the legal owner of the mortgage and charge and entitled to possession under s.62(7). Appeal dismissed; possession affirmed.