Commercial

Our work frequently involves allegations of fraud, dishonesty both within and outside of the jurisdiction. We are regularly instructed in cases in the Commercial Court and the Chancery Division as well in offshore jurisdictions and arbitral proceedings.

Our members have been instructed in significant proceedings including:

• The Ingenious Litigation: Major group action litigation in which more than 600 claimants sued a range of defendants for fraud and negligence in the design and marketing of investments in the film industry which were intended to be tax efficient.
• St Vincent European General Partner Ltd v Robinson – Acting for property advisers involved in the multi-million pound sale of commercial properties in Poland. The Claimant alleged that various parties had been involved in breaches of fiduciary duty, sales at under value, breaches of contract and an unlawful means conspiracy.
• Antigua Power Company Limited v The Attorney General of Antigua & Barbuda & Others – A claim on behalf of APCL claiming substantial damages as a result of a conspiracy to cause loss by unlawful means involving the Government of Antigua and foreign-state-owned entities.
• A v B – Acted for a high net-worth individual and his corporate group in an LCIA arbitration against a Cayman private equity vehicle in relation to a joint venture investment in a north Asian infrastructure business, and in related fraud litigation in England’s Commercial Court.
• C v D – Acted for a Middle Eastern sovereign investor in a high value LCIA arbitration claim (New Delhi seat) alleging fraudulent misrepresentation and false accounting against its joint venture partner in the food sector
• E v F – Acted for a consortium of European lending banks in LCIA arbitration proceedings against an Eastern European borrower and guarantors, and a related freezing injunction in the Commercial Court, arising out of alleged fraud in the borrower’s declarations of agricultural inventory.
• CPC v Lockton & AXA – Acted for Lockton insurance brokers in relation to a claim brought by a substantial landowner, alleging a fraudulent conspiracy between Lockton and AXA.

We act at all stages of proceedings and are accustomed to providing advice at all stages of proceedings on appropriate injunctive relief, interim applications and enforcement. Such work includes seeking freezing orders, anti-suit injunctions and dealing with asset recovery and enforcement against solvent and insolvent defendants.

Recent high-profile judgments include:

• AIG Europe SA v John Wood Group Plc –Acting for insurers under an umbrella policy facing claims arising from a multimillion-dollar action following a pipeline failure in Canada. The insureds issued claims in Canada and the insurers successfully secured an anti- suit injunction based on an exclusive jurisdiction clause in favour of England.
• Tetronics (International) Ltd v (1) HSBC Bank plc (2) BlueOak Arkansas LLC – Acted for Tetronics, who sold engineering plant to a US company. Obtained and preserved an interim injunction against HSBC preventing them from paying out on an on-demand bond until the conclusion of an arbitration. Satisfied the court that HSBC was on notice of fraud – the first reported case where this has been achieved in the English courts. Interim injunction subsequently discharged on balance of convenience.
• SDI v Rangers FC– Acting for Rangers Football Club in a long running dispute between Rangers FC and Sports Direct. This raises issues relating to the interpretation of a distribution agreement and the appropriateness of injunctive relief.
• MPA v HPI– Instructed in enforcement proceedings in the BVI Courts arising from a multi-million dollar arbitration in Panama.

We act on all aspects of financial services litigation and were recently nominated as ‘Financial services and insurance set of the year’ at the Legal 500 Bar Awards 2023.

Examples of recent cases include:

• Blackstone v Total UK Ltd – Acted for Total in relation to a claim of more than £75,000,000 brought by part of the Blackstone property group in relation to a private equity investment in a large regional distribution centre, known as “Mammoth”.
• Tetronics (International) Ltd v (1) HSBC Bank plc (2) BlueOak Arkansas LLC– Acted for Tetronics, who sold engineering plant to a US company. Obtained and preserved an interim injunction against HSBC preventing them from paying out on an on-demand bond until the conclusion of an arbitration. Satisfied the court that HSBC was on notice of fraud –the first reported case where this has been achieved in the English courts. Interim injunction subsequently discharged on balance of convenience.
• RBS Rights Issue litigation – £4 billion group litigation arising out of prospectus liability claims. Acted for the defendants in landmark proceedings in the Chancery Division.
• Kaupthing Singer & Friedlander v UBS AG – Acted for the defendant in its successful defence of a $65 million claim arising out of an ISDA Master Agreement close-out, in the Commercial Court and Court of Appeal.
• Whitworths v Synergy – $100 million international loan transaction in relation to assets in South America. Acting on substantial claim in respect of cross-border sales transaction in connection with interim and thereafter permanent anti-arbitration injunction.
• Dhanani v Crasnianski – Instructed for the successful defendant in relation to a significant dispute concerning the potential creation of a private equity fund.
• E v F – Acted for a consortium of European lending banks in LCIA arbitration proceedings against an Eastern European borrower and guarantors, and a related freezing injunction in the Commercial Court, arising out of alleged fraud in the borrower’s declarations of agricultural inventory.

We frequently act in cases which raise issues regarding directors’ statutory and equitable duties.

Such cases include:

• MW High Tech Projects Limited v Greenhalgh & Ors: Acting on behalf of the Defendant directors in a £300 million TCC claim for breach of directors’ duties arising out of the Claimant’s entry into three large waste-to-energy plant projects.
• Borro v Aitken – Chancery Division claim defending the ex-CEO of the Borro Group of companies from allegations that he catastrophically mismanaged the business in breach of his directorial duties and concealed his wrongdoing.
• St Vincent European General Partner Ltd v Robinson – Acted for property advisers involved in the multi million pound sale of commercial properties in Poland. The Claimant alleged that various parties had been involved in breaches of fiduciary duty, sales at under value, breaches of contract and an unlawful means conspiracy.
• Brogden & Anor v Investec Bank Plc – An appeal concerning the exercise of contractual discretion over claims by investment bankers for monies due under a bonus clause in their employment contracts.

We have extensive experience in advising on and dealing with shareholder disputes, W&I claims, as well as insurance policies providing coverage for the acquisition of a variety of businesses.

Recent cases include:

• King v. King – Members acted for shareholder on a s. 994 unfair prejudice petition who was resisting a claim for sums in excess of £25 million.
• Finsbury Foods Plc v Axis Corporate Capital Ltd & Ors – Acted for insurers on first claim under a W&I policy to be determined at trial in the Commercial Court. The Claimant purchased W&I insurance in respect of its acquisition of a specialist gluten-free baker, Ultrapharm Ltd for £20 million. The claim was entirely dismissed; there was no breach of warranty, but even if there had been, it was excluded by the Knowledge Exclusion in the Policy, and in any event, had not caused Finsbury any loss. The claim was dismissed and Finsbury paid Insurers’ costs on the indemnity basis.
• Curzon Capital v Pembroke Managing Agency – Acted in an insurance dispute arising from various warranties and indemnities provided on a multi-million euro asset purchase involving a shopping centre in Vienna, which raised coverage arguments, technical evidence and issues of Austrian law.
• LCIA Arbitration – Acted for a HNW individual and his corporate group in an arbitration against a Cayman private equity vehicle in relation to a joint venture investment in a north Asian infrastructure business. Also acted in related fraud litigation in England’s Commercial Court.
• Tobin v Döhle (IOM) Limited & Anr [2020] – Acting for shareholder of offshore superyacht management business in obtaining urgent interim injunction from the High Court of the Isle of Man.

Chambers are frequently instructed on cases which involve the movement of goods and services, both domestically and internationally. We act in a range of industries and are particularly adept at acting on disputes which require cross-over specialisms with product liability and professional negligence.

Recent cases include:

• Dublin Coach v Evo Bus – A multi-million pound claim in the Commercial Court concerning various alleged breaches of warranty following a sale of coaches.
• Belmont Farms v Duynie – Commercial Court claim acting for a supplier in a £10 million claim arising out of the sale of contaminated animal feed.
• Zoran Stoyanovich v Brompton’s Auctioneers Ltd – Acted for the defendant in this dispute concerning the sale of fine musical instruments.
• Advised and acted in relation to multimillion pound claims concerning over 100 million PPE face shields and gowns provided as a result of COVID-19.
• DIPT v Sanglier v Apollo Chemicals – Acted for the successful claimant (DIPT) in this sale of goods case, involving the sale of significant quantities of defective sprayable adhesive which was manufactured by Sanglier and sold around Europe. Sanglier sought to pass on the claim to Apollo, who manufactured the main component of the adhesive. Also represented Apollo, forcing Sanglier to discontinue against Apollo after a 5-week trial in the TCC.

Our members frequently act in cases relating to franchise agreements and have been involved in some of the major litigation in this area including:

• Martin & Co v. Cedra Ltd – Interim injunction application by a franchisor to enforce compliance by a former franchisee with post-termination obligations including restrictive covenants in circumstances where the franchisee was alleging that the termination was unlawful.
• Carewatch Care Services Limited v. Focus Caring Services – Claim to enforce post-termination obligations in a home care services franchise agreement, including ‘step-in’ provisions and restrictive covenants. The claim also concerned implied terms and competition law issues.
• Thomas Brown Estates v. Hunters Partners Ltd – Action arising out of an underlying large group action by approximately 50 Bairstow Eves estate agent franchised offices for declarations as to whether Hunters estate agents, who had purchased the franchisor, could force the “Bairstow Eves” franchisees to rebrand their offices as “Hunters”.
• Papa-Johns v Doyley – Acted for the successful franchisee in her counterclaim against Papa-Johns for mis-selling a franchise by holding out sales figures based upon Domino’s Pizza franchises as their own figures.
• Hunters Franchising Limited v. Brybond – Claim against Masters Franchisee for failing to comply with an obligation to development a territory involving cross issues of good faith and Braganza duties.

We regularly act in substantial arbitrations and are ranked highly for our work in this area. Our members are sought out for high value arbitrations under all major rules and ad hoc arbitrations.

Example cases include:

• Acting for the state-owned employer in a $3billion ICC oil and gas arbitration relating to the measurement and valuation of work in connection with a very substantial EPC project in the Middle East. The substantive hearing was preceded by a jurisdictional hearing resulting in the initial tribunal resignation, and the main hearing involved complex issues of onshore and offshore custom and practice in relation to measurement and pricing and the application of local law.
• Acting for the EPC contractor in a $200m ICC arbitration in relation to claims for variations, extensions of time and loss and expense concerning the design and construction of a polysilicon plant for a national government in the Middle East, including issues regarding design obligations, liquidated damages, limitations of liability clauses and waiver and estoppel.
• Multibillion dollar ad hoc international arbitration concerning consultancy services in respect of a major multi-package infrastructure project. Middle Eastern seat and substantive law of the Middle Eastern state.
• Substantial group action arbitration for business interruption insurance losses arising from the COVID-19 pandemic.

Click here for more information.

We act on high-profile projects both within the UK and around the world. We are particularly well-placed to act on disputes which require cross-over specialisms with construction & engineering, product liability, insurance and professional negligence. Several of our members are ranked for their work in this area.

Example cases include:

• Owner v EPC Contractor – Acting for the owner and operator of a concentrating solar power plant in South Africa in a $90 million ICC arbitration concerning EPC contractor’s claims for generation upside payments and owner’s counterclaims for performance LADs and defects.
• Owner v Offtaker – Acting for the owner of a 485MW CCGT power plant in a $40 million ICC arbitration against Offtaker concerning claims under a power purchase agreement for capacity charges and wrongly withheld LADs.
• Landmark Limited & Woods Development Limited v American International Bank (In receivership) – This was a Privy Council appeal from the Eastern Caribbean Court of Appeal; it concerned the basis on which the Appellants were entitled to charge and claim for electricity which they had provided following the inability of the Antiguan statutory provider to meet the Respondent’s needs.
• MW High Tech Projects Limited v Greenhalgh & Ors – Acting on behalf of three former directors against a £300 million claim for breach of directors’ duties arising out of the Claimant’s entry into three large waste-to-energy projects.