Astute Capital Plc & Anor v Countrylarge 444 Limited & Ors
[2023] EWHC 1851 (Ch)
Malcolm Lionel Robert Royle v Together Commercial Finance Limited
15 November 2024
[2024] EWHC 2915 (Ch)
High Court
A property developer sued a finance company over a complicated loan and development deal. The judge said the developer's case wasn't perfect but could be fixed, so he gave them another chance to improve their case before deciding. He also postponed deciding if they can add more people to the lawsuit because they waited too long.
Key Facts
- •Malcolm Lionel Robert Royle (Claimant) sued Together Commercial Finance Limited (TCFL, Defendant) over a complex property development finance agreement.
- •The case involved multiple loans, insurance claims, alleged breaches of contract and fiduciary duty, and a settlement deed.
- •The Claimant alleged misapplication of loan funds, failure to insure property, and other breaches leading to significant losses.
- •The Defendant countered with statute-barred claims, set-off arguments, and the settlement deed as a bar to the claim.
- •The Claimant also sought to add two additional parties, Mr. Moser and Mr. Esterkin.
Legal Principles
Reverse summary judgment under CPR 24.2 and striking out under CPR 3.4.
CPR 24.2, CPR 3.4
Principles for determining real prospect of success in summary judgment applications (Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch)).
Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch)
Permission to amend Particulars of Claim under CPR 17.1(2)(b).
CPR 17.1(2)(b)
Overriding Objective in CPR 1.1 – dealing with cases justly and proportionately.
CPR 1.1
Promissory estoppel and collateral contracts.
Case law principles on promissory estoppel and collateral contracts (not explicitly cited, but discussed)
Statutory limitation periods under the Limitation Act 1980 (Sections 5, 23, 32(1)(a)).
Limitation Act 1980
Equitable set-off.
Case law principles on equitable set-off (not explicitly cited, but discussed)
Construction of settlement deeds and entire agreement clauses.
Inntrepreneur Pub Co v East Crown Ltd [2000] 3 EGLR 31
Fiduciary duties.
Case law principles on fiduciary duties (not explicitly cited, but discussed)
Outcomes
The First Application (reverse summary judgment/striking out) was adjourned.
Defects in the Particulars of Claim could be remedied by amendment; Claimant had a real prospect of success on some claims, particularly if amended to clarify legal bases for the claims.
The Second Application (permission to add parties) was adjourned.
Insufficient notice given to proposed additional defendants; merits of adding these parties unclear; Claimant needs to provide compelling reason to add parties at this late stage.
Claimant granted opportunity to amend Particulars of Claim.
To address defects identified in the judgment, including clarifying legal basis of claims (promissory estoppel, collateral contract, equitable set-off) and providing particulars where necessary.
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