Matrix Receivables Limited v Musst Holdings Limited
[2024] EWHC 1495 (Ch)
Akkurate Limited (in liquidation) & Ors v John Christopher Richmond & Anor
28 September 2023
[2023] EWHC 2392 (Ch)
High Court
A company sued its former director and another person for cheating them out of money and assets after the company went bankrupt. The defendants asked the judge to throw out the case without a trial, but the judge said there was enough evidence to have a full trial because the situation was too complicated and there were many disputed facts.
Key Facts
- •Akkurate Limited (in liquidation) brought claims against former director John Richmond and Mark Schofield.
- •Claims against Richmond included breach of fiduciary duty, claims relating to company stock, and misrepresentation in a 2019 settlement.
- •Claims against Schofield included dishonest assistance and conspiracy.
- •Richmond and Schofield applied for reverse summary judgment and/or strike out.
- •The 2019 Settlement purportedly compromised all claims against Richmond in earlier proceedings.
- •A dispute arose regarding the scope of the 2019 Settlement and whether it covered post-liquidation conduct.
- •Evidence included lengthy witness statements and voluminous documents.
- •The court considered whether fiduciary duties continued post-liquidation.
Legal Principles
Summary judgment principles (realistic prospect of success, no compelling reason for trial)
CPR 24.2, Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch)
Strike out principles (no reasonable grounds, abuse of process)
CPR 3.4
Contract construction (objective meaning, consideration of the whole contract)
Dairy Containers Ltd v Tasman Orient CV [2005] 1 WLR 215, Wood v Capita [2017] AC 1173
Importance of contemporary documents in assessing witness credibility
Simetra Global Assets Ltd v Ikon Finance Ltd [2019] EWCA Civ 1413
Principles of abuse of process/res judicata
Henderson v Henderson (1843) 3 Hare 100; Johnson v Gore Wood & Co (No.1) [2002] 2 AC 1; Aldi Stores Ltd v WSP Group plc [2008] 1 WLR 748
Fiduciary duties (no conflict, no profit)
Companies Act 2006, ss. 170-177; Snell’s Equity
Dishonest assistance
Royal Brunei Airlines Sdn Bhd v Tan [1995] AC 378
Unlawful means conspiracy
Constantin Medien AG v Ecclestone [2014] EWHC 387 (Ch)
Fraudulent misrepresentation (reliance)
BV Nederlandse Industrie v Rembrandt Enterprises Inc [2020] QB 551, Zurich Insurance Co plc v Hayward [2017] AC 142
Outcomes
Applications for reverse summary judgment and/or strike out dismissed.
The court found there were real prospects of success on all claims, and compelling reasons to proceed to trial due to complex factual and legal issues.
Claims against Richmond for breach of fiduciary duty relating to the trademarks were not barred by the 2019 settlement.
The court interpreted the settlement agreement narrowly, focusing on the pleadings in the prior action rather than broader statements.
Claims against Schofield for dishonest assistance and conspiracy were not struck out.
The court found a real prospect of success in establishing Schofield's involvement in Richmond's breaches.
Claims against Richmond for fraudulent misrepresentation in relation to the 2019 settlement were not struck out.
The court found a real prospect of success in establishing false representations and reliance by the claimants.
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