West 28th Street Limited & Anor v Halstead Associates Limited (trading as Halstead Associates)
[2024] EWHC 1698 (TCC)
Yerbury v Azets Holdings Limited
16 May 2024
[2024] EWHC 1517 (KB)
High Court
Someone sued the wrong company for a property sale gone wrong. The court ruled that you have to sue the individual receivers, not their employer, and because the claimant missed the deadline to sue, the case was thrown out. Even if the claimant had sued the right people on time, there's no legal reason the employer would be responsible.
Key Facts
- •Claim against Azets Holdings Limited (defendant) for undervalue sale of property by LPA receivers.
- •Claim issued significantly after the sale (19 September 2016, claim issued 23 January 2023), relying on a standstill agreement.
- •Claimant is assignee of the borrower's cause of action, but the assignment was against the receivers, not Azets.
- •LPA receivers are individuals, not corporate entities; actions against them are brought personally.
- •Claimant argued vicarious liability and estoppel against Azets.
- •No authority supports vicarious liability of an employer for an LPA receiver's breaches.
- •Insufficient evidence for estoppel against Azets.
- •Joinder of receivers was not possible due to the standstill agreement and missed limitation period.
Legal Principles
LPA receivers are appointed as principals and are not subject to the control and direction of their employer.
Case law and practice
An action for breach of duty qua receiver is brought against the receiver personally, not their employer.
Serene Construction Limited v Salata and Associates Limited and Others [2021] EWHC 2433 (Ch)
Vicarious liability does not extend to the employer of an LPA receiver for the receiver's breaches of duty.
Case law and practice; absence of supporting authority
Estoppel requires clear conduct; mere silence is insufficient, especially in adversarial contexts.
Case law (implied)
CPR 19.6(2)-(3) allows for joinder of parties, but the limitation period and standstill agreement precluded its application here.
CPR 19.6(2)-(3)
Outcomes
Claim struck out/summary judgment for the defendant.
Claim against incorrect defendant (Azets instead of the receivers); limitations period expired; no vicarious liability or estoppel.
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