Musst Holdings Limited v Astra Asset Management UK Limited & Anor.
[2023] EWHC 432 (Ch)
Matrix Receivables Limited v Musst Holdings Limited
17 June 2024
[2024] EWHC 1495 (Ch)
High Court
Two companies are fighting over money. One company (Musst) tried to get the case thrown out quickly, arguing the other (MRL) had no chance of winning and cheated by using documents from a past case. The judge said there's enough uncertainty to have a full trial, as the evidence is complicated and intertwined, and the 'cheating' wasn't serious enough to stop the case.
Key Facts
- •Matrix Receivables Limited (MRL) claims against Musst Holdings Limited (Musst) for unpaid fees.
- •Claims include breach of contract (two versions: 80/20 split and an agreement to agree on a percentage) and unjust enrichment.
- •Musst sought reverse summary judgment on the contractual claims and to strike out the unjust enrichment claim due to limitation and failure to plead concealment.
- •Musst also argued abuse of process: collateral attack on a previous judgment (Musst v Astra) and improper use of disclosed documents from that case.
- •MRL counter-argued that the claims have merit, that they are not bound by the previous judgment, and sought retrospective permission to use the disclosed documents.
- •The case involves complex factual and legal issues, a significant volume of documents, and evidence from a previous trial in which MRL's predecessor was not a party.
Legal Principles
Summary judgment principles under CPR 24.2
CPR 24.2
Test for summary judgment: realistic prospect of success, mini-trial avoidance, consideration of evidence at trial
EasyAir Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch)
Cautionary principles in complex cases, developing jurisprudence, fact-finding
Partco v Wragg [2002] 2 BCLC 323
Focus on arguability of claim, not weight of evidence
Opkabi v Royal Dutch Shell plc [2021] WLR 1294
Limitation Act 1980, sections 5 and 23
Limitation Act 1980
Collateral attack principles: manifest unfairness and bringing the administration of justice into disrepute
Kamoka and another v Security Service and another [2017] EWCA Civ 1665
CPR 31.22: Subsequent use of disclosed documents
CPR 31.22
Principles of contract interpretation, including oral contracts
Blue v Ashley [2017] EWHC 1928
Unjust enrichment principles, including failure of basis and limitation
Benedetti v Sawiris [2014] AC 938; Goff & Jones, The Law of Unjust Enrichment
Outcomes
Reverse summary judgment applications refused for all three claims (80/20 contractual claim, alternative contractual claim, and restitutionary claim).
Sufficient evidence exists to raise a real prospect of success on each claim, or there are compelling reasons for a trial (overlap of evidence, complex issues).
Abuse of process claim based on collateral attack dismissed.
Claims are not identical to previous litigation, different parties involved. Even if the issues overlapped, it wasn't manifestly unfair to Musst.
Abuse of process claim based on misuse of disclosed documents not resulting in striking out the action.
While a breach of CPR 31.22 occurred, it was unintentional and caused no significant prejudice. Sanctions were deemed disproportionate.
Application to amend to plead concealment granted.
Sufficient material exists for the concealment claim to proceed to trial; amendment won't unduly delay proceedings.
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