Key Issues: Joint Liability for Costs and Compound Interest on Damages in Fiduciary Litigation

Citation: [2023] EWHC 2670 (Ch)
Judgment on

Introduction

The High Court of Justice Business and Property Courts of England and Wales Business List (ChD) in Trafalgar Multi Asset Trading Company Limited v James David Hadley & Ors [2023] EWHC 2670 (Ch) has rendered a comprehensive judgment addressing several consequential matters stemming from an earlier liability judgment. The case elucidates key legal principles pertaining to conspiracy, fiduciary duties, the grant of interest on damages, and the responsibilities of directors regarding litigation costs. This article distills the pertinent legal points for the benefit of the UK legal profession.

Key Facts

Trafalgar Multi Asset Trading Company Limited (the Claimant) brought claims against several defendants, including allegations of the Original Conspiracy, bribery, and conspiracy in relation to CGrowth transactions. Mr. Nicholas Thompsell, presiding as a Deputy Judge, addressed matters such as applications for leave to appeal, quantification of claims, costs, and interest on pre-judgment damages.

The key decisions involved:

  • Mr. Wright’s application for a payment on account of costs.
  • Trafalgar’s application for Mr. Wright to be made jointly liable with CGrowth for CGrowth’s liability to costs.
  • Trafalgar’s application for interest to be calculated on a compound rather than a simple interest basis.

Joint Liability for Costs

Under Section 51 of the Senior Courts Act 1981, the court has the discretion to decide by whom and to what extent costs should be paid. This includes making a director or shareholder responsible for a company’s litigation costs. The court typically intervenes when a director is the “real party” behind the litigation or when there is impropriety or bad faith (as noted in Goknur Gida Maddeleri Enerji Imalet Ithalat Ihracat Ticaret ve Sanayi AS v Aytacli [2021] EWCA Civ 1037). The judge determined that making Mr. Wright liable for CGrowth’s costs would not be just since CGrowth is considered a company with multiple stakeholders and Mr. Wright was not the only significant party to benefit from the litigation.

Compound Interest on Damages

The court has the discretion to award compound interest when it serves the interests of justice, specifically in cases involving fraud or where a trustee or a person in a fiduciary position has withheld or misapplied funds (as established in President of India v La Pintada Compania Navigacion SA [1985] AC 104). In the instant case, the Claimant succeeded in securing a judgment for equitable compensation and was therefore entitled to seek interest on its damages. Following the principles laid out in Granville Technology Group v LG Display [2023] EWCA Civ 980, the court found that compound interest was appropriate due to the fiduciary breaches and fraudulent conduct of the defendants.

Outcomes

  • Payment on account of costs to Mr. Wright was granted, but significantly reduced from the amount sought.
  • The application to make Mr. Wright jointly liable for CGrowth’s costs liability was dismissed.
  • The Claimant’s application to award interest on the basis of compound interest rather than simple interest was granted, considering the fiduciary breaches and fraudulent activities involved.

Conclusion

The judgment in Trafalgar Multi Asset Trading Company Limited v James David Hadley & Ors [2023] EWHC 2670 (Ch) demonstrates the High Court’s careful application of legal principles to safeguard the sanctity of fiduciary duties and equitable remedies. The findings reflect the court’s examination of who benefits from the litigation when determining costs responsibility. Equally, the judgment confirms the nuanced application of the equitable jurisdiction to award compound interest in cases involving fiduciary breaches and fraud, aligning with restitutionary aims. This analysis should assist legal professionals in navigating similar issues related to cost liability and equitable compensation in fiduciary litigation.