The priory was founded early in the reign of Henry II (c.1150) by Ralph de Sudley and dedicated to the Blessed Virgin. The original endowment consisted of the churches of Chilvers Coton and Dassett, together with associated land and the rights to timber, wood for fuel, and pannage. It was later given the church of Weston under Wetherley by an unknown donor. In succeeding centuries more land was either donated or purchased.
In 1235 an enquiry commissioned by the Pope discovered that the priors were living a dissolute life as part of the Arroasian order. He ordered the Bishop of Coventry to convert them to the rule of St Augustine, which he did by transferring suitable monks to Arbury from other establishments to encourage their conversion.