Brooke Homes (Bicester) Limited v Portfolio Property Partners Limited & Ors
[2024] EWHC 357 (Ch)
Helen Mary Ross v Andrew John Phillips & Ors
7 March 2024
[2024] EWHC 522 (Ch)
High Court
A company sued some people. Two houses important to the case were sold to a new company. The court allowed the company to sue the new buyer instead of the old owner. The court will decide later who pays the legal fees.
Key Facts
- •Derivative claim brought on behalf of HRP Complete Solutions LLP against several defendants.
- •Application to substitute Bond 58 Homes Limited for the fifth defendant, Ms Phillips.
- •Properties at 44 Albany Road and 130 Castle Road, previously owned by Ms Phillips (allegedly), transferred to Bond 58 Homes Limited.
- •Dispute over costs associated with the amendment to the Particulars of Claim and the substitution of defendants.
Legal Principles
Derivative claims allow a member of a company or LLP to bring a claim on behalf of the entity.
Companies Act 2006 and Limited Liability Partnerships Act 2000
CPR r.38.6(1) generally dictates that the claimant pays costs when discontinuing a claim.
Civil Procedure Rules
Costs orders can be made on the standard basis or reserved for the trial judge to consider the overall outcome.
Implicit in the Judge's discretion on costs
Outcomes
Application to substitute Bond 58 Homes Limited granted.
The transfer of the properties to Bond 58 Homes Limited made it appropriate to pursue the claim against them as the legal owner. The application was agreed by the defendants, excluding costs.
Mr Phillips to pay Claimant's costs of the application to substitute Bond 58 Homes Limited.
Mr Phillips' delay in agreeing to the order and failure to disclose the property transfer earlier.
Costs of future amendments relating to Bond 58 Homes Limited and costs of the fifth defendant (Ms Phillips) reserved.
The judge considered the merits of the claims against Bond 58 Homes Limited uncertain and the justice of the costs order between Claimant and Ms Phillips contingent on the trial's outcome.
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