Matrix Receivables Limited v Musst Holdings Limited
[2024] EWHC 1495 (Ch)
Musst Holdings Limited v Astra Asset Management UK Limited & Anor.
28 February 2023
[2023] EWHC 432 (Ch)
High Court
Two companies, Musst and Astra, fought in court twice. Astra tried to stop the second case, saying Musst should have raised everything in the first case. But the judge said Musst couldn't have because of a late email and an agreement to wait. So the second case continues. Musst won most of the cost arguments, but Astra got a small win on one part of the costs.
Key Facts
- •Musst Holdings Limited (Claimant) brought a second action against Astra Asset Management UK Limited and Astra Asset Management LLP (Defendants) for unpaid management and performance fees related to investment portfolios Crown II and Crown III.
- •The first action concerned portfolio Crown I, and Astra argued the second action was barred by res judicata, abuse of process, and failure to comply with pleading rules.
- •A key piece of evidence, the Adler email, was disclosed late in the first action, suggesting Crown II and Crown III followed a similar investment strategy to Crown I.
- •Musst argued it was impractical to amend the first action to include Crown II and III due to the late disclosure and the trial's proximity.
- •The parties had a compromise agreement in October 2020 to defer issues concerning Crown II and III until after the first trial.
Legal Principles
Power to strike out a statement of case under CPR r3.4(2)
CPR r3.4(2)
Power to give summary judgment under CPR r24.2
CPR r24.2
Res judicata principles (cause of action estoppel, further relief estoppel/merger, issue estoppel, Henderson v Henderson rule, abuse of process)
Virgin Atlantic Airways Ltd v Zodiac Seats UK Ltd [2013] UKSC 46; [2014] AC 160
Aldi Stores requirements for managing multiple proceedings
Aldi Stores v WSP Group plc [2007] EWCA Civ 1260; [2008] 1 WLR 748
Abuse of process principles from Johnson v Gore Wood [2002] 2 AC 1
Johnson v Gore Wood [2002] 2 AC 1
Summary judgment principles from Easyair Ltd v Opal Telecom Ltd [2009] EWHC 779 (Ch)
Easyair Ltd v Opal Telecom Ltd [2009] EWHC 779 (Ch)
Outcomes
Astra's application to strike out/for summary judgment on grounds of res judicata and related grounds was dismissed.
The second action was not a relitigation of the first, as it concerned different breaches of contract based on different facts and a new negligent misstatement claim. The late disclosure of the Adler email and the October 2020 agreement made it impractical to include Crown II and III in the first action. Applying a broad merits-based approach, the second action was not an abuse of process.
Astra's application to strike out for alleged failure to comply with pleading rules was dismissed.
The Particulars of Claim in the second action were deemed concise and properly pleaded, even with cross-references to the first action. Lack of particularity can be addressed by requesting further information.
Astra's application for summary judgment on the merits was dismissed.
Musst had a realistic prospect of success, particularly considering the Adler email and the expected disclosure of further documents at trial. A full trial was necessary to resolve several factual and legal disputes.
Musst's contractual claim for disclosure of books and records was dismissed.
The contractual right to disclosure was limited to the Crown I investments pleaded in the first action. Musst's request for broader disclosure was not supported by the contract's wording.
Costs of the consequential hearings of 17 December 2021 and 21 January 2022 were awarded to Musst, except for the costs associated with the defamation claim's indemnity costs argument which were to be paid by Musst to Astra.
Musst was deemed the overall successful party in the consequential hearings. However, the separate issue regarding indemnity costs in the defamation claim warranted a separate costs order.
Musst's security for costs was deemed adequate.
Given the outcome of the appeal in the first action and the interim payment received, using the existing money in court was sufficient security.
No order was made regarding moneys falling due after judgment.
The court avoided making a prescriptive order to prevent further procedural arguments.
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