Commercial Disputes

Andrew’s practice encompasses disputes of all kinds involving domestic and international businesses and property, including claims for breach of contract, warranty and misrepresentation claims, claims for rectification of contracts and other documents, claims in respect of licence agreements, share purchase agreements, joint venture agreements, franchise agreements, agency agreements and success fees, claims concerning title to real and personal property (including works of art), unjust enrichment and quantum meruit claims and claims for breach of confidence and breach of fiduciary duty.

Notable cases include: 

• Wood v. Capita Insurance Services Ltd – Andrew was instructed for the claimant in this Commercial Court action arising out of a sale of an insurance business.  Andrew successfully argued a preliminary issue concerning the construction of an indemnity in relation to alleged mis-selling of policies.  He appeared at first instance, in the Court of Appeal and in the Supreme Court.  Lord Hodge’s judgment is the latest in a line of cases at this level dealing with the construction of commercial contracts and helpfully reconciles some of the earlier authorities: [2017] A.C. 1173.
• Barton v. Morris (formerly Barton v Gwyn-Jones) – Andrew is instructed to represent the Appellants in the Supreme Court, having drafted the successful application for permission to appeal.  The appeal raises an important point of principle concerning the circumstances in which the existence of a contract between the parties (which has not been avoided or terminated) precludes an unjust enrichment claim .
• Bugsby Property LLC v. Legal & General Assurance Society Limited – Andrew was instructed for the successful claimant in this four-week commercial court trial concerning an attempted acquisition of the Olympia exhibition centre.  The defendants admitted breach of a confidentiality and exclusivity agreement but denied that this had caused any loss.  The Judge held that causation was established on a “loss of a chance” basis and awarded just under £15 million in damages: [2022] EWHC 2001 (Comm).
• LA Micro Group (UK) Ltd v. LA Micro Group Inc – Andrew was instructed for the principal respondents in an appeal to the Court of Appeal.  The case concerned whether the appellant’s beneficial interest in certain shares in a UK company came to an end in 2010.  The judgment of Sir Christopher Floyd raises significant issues concerning abuse of process, trusts arising pursuant to specifically enforceable agreements, laches and proprietary estoppel: [2022] 1 W.L.R. 336 
• Secretary of State for Health and Social Care v. Primer Design Ltd – Andrew is instructed in relation to a multi-million pound dispute in the Technology and Construction Court arising out of an agreement to supply Rapid-PCR test kits in the last quarter of 2020.  The dispute concerns the meaning and effect of a “limited warranty” in the agreement and whether the rejection of certain of the test kits was valid.  There are also issues turning on the meaning and effect of provisions in the Sale of Goods Act 1979.
• CFH Clearing Ltd v. Merrill Lynch International – Andrew acted for Merrill Lynch in a Commercial Court claim concerning a number of foreign exchange transactions which occurred at around the time when the Swiss National Bank announced that the Swiss Franc had been “de-pegged” from the Euro, resulting in price volatility.  Andrew successfully obtained reverse summary judgment and resisted an appeal to the Court of Appeal: [2019] EWHC 963 (Comm) and [2020] EWCA Civ 106.
• Raiffeisen Bank International AG v (1) Asia Coal Energy Ventures Ltd. & (2) Ashurst LLP – Andrew acted for the claimant Bank in this three-week (remote) Commercial Court trial, concerning the Bank’s sale of shares in a listed company which controlled one of Indonesia’s largest coal producers.  The case raised complex legal issues in relation to the availability of specific performance, misrepresentation and the liability of a solicitor’s firm for a “solicitor’s confirmation” that they were holding sums sufficient to pay the price: [2020] EWHC 2602 (Comm).
• Blue Power Group v. ENI Norge AS – Andrew was instructed for the claimant in an ongoing claim for up to €1 billion in the Chancery Division, involving allegations of breach of exclusivity, best endeavours and confidentiality clauses in various agreements relating to the potential use of the claimant’s Compressed Natural Gas technology in the Goliat oil field off the Norwegian coast, operated by the defendant.  There were numerous hearings including: a summary judgment application in relation to part of the claim ([2018] EWHC 2212 (Ch)), a substantial Norwich Pharmacal application ([2018] EWHC 3588 (Ch)), a strike-out application [2019] EWHC 3369 (Ch), security for costs [2020] EWHC 634 (Ch) and a dispute about expert evidence [2020] EWHC 633 (Ch).  The matter was compromised.
• Benedetti v. Sawiris – Andrew was instructed to represent the Claimant in this long running litigation concerning the acquisition of a leading Italian telecommunications company, which was the largest leveraged buy-out in Europe in 2005.  The Supreme Court’s decision is the first time the application of unjust enrichment principles to quantum meruit claims has been considered at the highest level: [2014] AC 938.

Civil Fraud & Asset Recovery

Andrew has wide experience of claims in respect of fraud and dishonesty and related asset recovery and international enforcement, including obtaining or resisting freezing orders, proprietary claims involving the tracing and following of assets, claims involving bribes and secret profits, claims for dishonest assistance, knowing receipt and constructive trusts, claims for fraudulent misrepresentation and deceit, claims to set aside judgments for fraud, shams and piercing the corporate veil.  

Notable cases include: 

• Kazakhstan Kagazi v. Arip – Andrew was instructed for two defendants accused of defrauding the claimant companies of $160 million whilst under their control.  Pre-trial, Andrew successfully appealed the refusal of permission to issue a contribution notice against the first defendant.  The Court of Appeal held that a freezing order could be made in support of the contribution claim (the first Court of Appeal decision on the point): [2016] EWCA Civ 1036; [2017] 1 W.L.R. 1360.  Picken J heard the main trial over 13 weeks between April and July 2017 and a lengthy judgment dealing with a wide range of issues was handed down in December 2017: [2017] EWHC 3374 (Comm).
• Ong v. Ping – Andrew was instructed for the claimants and obtained an order at trial setting aside a number of earlier judgments of the High Court, which were held to have been obtained by fraud: [2015] EWHC 1742 (Ch).  In November 2017 Andrew successfully resisted an appeal of the Judge’s decision establishing that a settlor had declared a trust of real property, despite the absence of words identifying the property in the instrument: [2017] EWCA Civ 2069.  The judgement considers the correct approach to determining whether a settlor has effectively declared herself a trustee.
• Independent Trustee Services Limited v. Morris – Andrew was instructed on behalf of the respondent wife, whose ex-husband had paid off an ancillary relief award with money which later turned out to have been stolen from a pension fund.  The Court of Appeal held that the fund was entitled to trace the stolen money into the wife’s assets, despite her innocence of any wrongdoing: [2013] Ch. 91.

Company, Partnership & LLP's

Andrew acts in relation to shareholder disputes of all kinds, including unfair prejudice petitions and petitions to wind up companies on the just and equitable ground, derivative actions, claims for breach of fiduciary (and other) duties against directors, claims challenging decisions taken at board meetings and shareholders’ meetings and claims concerning vicarious liability for acts of employees and attribution of their acts and knowledge to the company. Andrew also acts in disputes between partners, including the taking of partnership accounts.

Notable cases include: 

• Campbell v. Campbell – Andrew acted for the defendant in this claim concerning a worldwide partnership between two brothers who, for many years, ran various jewellery businesses through entities in the UK, Thailand, Hong Kong and New York: [2017] EWHC 182 (Ch).  Andrew successfully resisted an appeal concerning whether costs of a foreign lawyer were recoverable: [2018] EWCA Civ 80 (Costs appeal).
• Re FSC Andrews Ltd. – Andrew succeeded in striking out an unfair prejudice petition on the grounds that it was bound to fail and was an abuse of process: [2015] EWHC 4042 (Ch).  The matter was compromised.

Insolvency & Restructuring

Andrew has been involved with claims by and against liquidators, receivers and administrators, claims concerning unlawful dividends, preferences, transactions at an undervalue, fraud on creditors, mutual set-off, priorities between creditors and cross-border insolvency issues.

Notable cases include: 

• Re BW Ltd. – Andrew was instructed for two companies forming part of an investment structured by Investcorp Bank BSC.  An investor issued petitions for the winding up of the companies on the just and equitable ground.  The matter settled shortly before the trial, which was listed in August 2015 before Justice Jones in the Cayman Islands.

Private Client

Trusts 

Andrew is experienced in contentious trust disputes in the UK and offshore, particularly in relation to breaches of duty by trustees, proprietary claims to trust assets and claims for knowing receipt and dishonest assistance.

Notable cases include: 

• Velutini Perez v. Equiom Trust Corporation (UK) Ltd – Andrew was instructed by the claimant for a hearing concerning revocation of a trust and the duties of former trustees to transfer assets to new trustees.  The case also addressed the trustees’ right of indemnity for costs and expenses and their right of retention of assets to satisfy potential future claims.  
• Ong v. Ping – Andrew was instructed for the claimants and obtained an order at trial setting aside a number of earlier judgments of the High Court, which were held to have been obtained by fraud: [2015] EWHC 1742 (Ch).  In November 2017 Andrew successfully resisted an appeal of the Judge’s decision establishing that a settlor had declared a trust of real property, despite the absence of words identifying the property in the instrument: [2017] EWCA Civ 2069.  The judgement considers the correct approach to determining whether a settlor has effectively declared herself a trustee.
• Day v. Harris & Day v. Royal College of Music – Andrew was instructed in relation to two appeals to the Court of Appeal heard in January 2013 concerning the estate of the late Sir Malcolm Arnold, the well-known musician and composer.  Amongst the issues arising was the question of title to a large number of manuscripts of Sir Malcolm’s works which are currently held by the Royal College of Music: [2014] Ch. 211.

Notable Cases

Andrew's most recent notable cases are as follows: 

• Barton v. Morris (formerly Barton v Gwyn-Jones) – Andrew is instructed to represent the Appellants in the Supreme Court, having drafted the successful application for permission to appeal.  The appeal raises an important point of principle concerning the circumstances in which the existence of a contract between the parties (which has not been avoided or terminated) precludes an unjust enrichment claim.
• Bugsby Property LLC v. Legal & General Assurance Society Limited – Andrew was instructed for the successful claimant in this four-week commercial court trial concerning an attempted acquisition of the Olympia exhibition centre.  The defendants admitted breach of a confidentiality and exclusivity agreement but denied that this had caused any loss.  The Judge held that causation was established on a “loss of a chance” basis and awarded just under £15 million in damages: [2022] EWHC 2001 (Comm).
• LA Micro Group (UK) Ltd v. LA Micro Group Inc – Andrew was instructed for the principal respondents in an appeal to the Court of Appeal.  The case concerned whether the appellant’s beneficial interest in certain shares in a UK company came to an end in 2010.  The judgment of Sir Christopher Floyd raises significant issues concerning abuse of process, trusts arising pursuant to specifically enforceable agreements, laches and proprietary estoppel: [2022] 1 W.L.R. 336.
• CFH Clearing Ltd v. Merrill Lynch International – Andrew acted for Merrill Lynch in a Commercial Court claim concerning a number of foreign exchange transactions which occurred at around the time when the Swiss National Bank announced that the Swiss Franc had been “de-pegged” from the Euro, resulting in price volatility.  Andrew successfully obtained reverse summary judgment and resisted an appeal to the Court of Appeal: [2019] EWHC 963 (Comm) and [2020] EWCA Civ 106.
• Raiffeisen Bank International AG v (1) Asia Coal Energy Ventures Ltd. & (2) Ashurst LLP – Andrew acted for the claimant Bank in this three-week (remote) Commercial Court trial, concerning the Bank’s sale of shares in a listed company which controlled one of Indonesia’s largest coal producers.  The case raised complex legal issues in relation to the availability of specific performance, misrepresentation and the liability of a solicitor’s firm for a “solicitor’s confirmation” that they were holding sums sufficient to pay the price: [2020] EWHC 2602 (Comm).
• Blue Power Group v. ENI Norge AS – Andrew was instructed for the claimant in an ongoing claim for up to €1 billion in the Chancery Division, involving allegations of breach of exclusivity, best endeavours and confidentiality clauses in various agreements relating to the potential use of the claimant’s Compressed Natural Gas technology in the Goliat oil field off the Norwegian coast, operated by the defendant.  There were numerous hearings including: a summary judgment application in relation to part of the claim ([2018] EWHC 2212 (Ch)), a substantial Norwich Pharmacal application ([2018] EWHC 3588 (Ch)), a strike-out application [2019] EWHC 3369 (Ch), security for costs [2020] EWHC 634 (Ch) and a dispute about expert evidence [2020] EWHC 633 (Ch).  The matter was compromised.
• Wood v. Capita Insurance Services Ltd – Andrew was instructed for the claimant in this Commercial Court action arising out of a sale of an insurance business.  Andrew successfully argued a preliminary issue concerning the construction of an indemnity in relation to alleged mis-selling of policies.  He appeared at first instance, in the Court of Appeal and in the Supreme Court.  Lord Hodge’s judgment is the latest in a line of cases at this level dealing with the construction of commercial contracts and helpfully reconciles some of the earlier authorities: [2017] A.C. 1173.
• Kazakhstan Kagazi v. Arip – Andrew was instructed for two defendants accused of defrauding the claimant companies of $160 million whilst under their control.  Pre-trial, Andrew successfully appealed the refusal of permission to issue a contribution notice against the first defendant.  The Court of Appeal held that a freezing order could be made in support of the contribution claim (the first Court of Appeal decision on the point): [2016] EWCA Civ 1036; [2017] 1 W.L.R. 1360.  Picken J heard the main trial over 13 weeks between April and July 2017 and a lengthy judgment dealing with a wide range of issues was handed down in December 2017: [2017] EWHC 3374 (Comm).
• Campbell v. Campbell – Andrew acted for the defendant in this claim concerning a worldwide partnership between two brothers who, for many years, ran various jewellery businesses through entities in the UK, Thailand, Hong Kong and New York: [2017] EWHC 182 (Ch).  Andrew successfully resisted an appeal concerning whether costs of a foreign lawyer were recoverable: [2018] EWCA Civ 80 (Costs appeal).
• Ong v. Ping – Andrew was instructed for the claimants and obtained an order at trial setting aside a number of earlier judgments of the High Court, which were held to have been obtained by fraud: [2015] EWHC 1742 (Ch).  In November 2017 Andrew successfully resisted an appeal of the Judge’s decision establishing that a settlor had declared a trust of real property, despite the absence of words identifying the property in the instrument: [2017] EWCA Civ 2069.  The judgement considers the correct approach to determining whether a settlor has effectively declared herself a trustee.
• Re FSC Andrews Ltd. – Andrew succeeded in striking out an unfair prejudice petition on the grounds that it was bound to fail and was an abuse of process: [2015] EWHC 4042 (Ch).  The matter was compromised.
• BTG International Ltd. v. Genzyme Corporation – Andrew was instructed for the Claimant in this Commercial Court action concerning royalties payable pursuant to an agreement licensing the worldwide production and sale of pharmaceuticals under certain patents.
• Re BW Ltd. – Andrew was instructed for two companies forming part of an investment structured by Investcorp Bank BSC.  An investor issued petitions for the winding up of the companies on the just and equitable ground.  The matter settled shortly before the trial, which was listed in August 2015 before Justice Jones in the Cayman Islands.
• Edmond de Rothschild Securities (UK) Ltd v. Exillon Energy plc – Andrew was instructed on behalf of the claimant, which brought proceedings in the Commercial Court for payment of a success fee under terms of an engagement letter.  Summary judgment was granted to the claimant by Males J in July 2014: [2014] EWHC 2165 (Comm).
• Day v. Harris & Day v. Royal College of Music – Andrew was instructed in relation to two appeals to the Court of Appeal heard in January 2013 concerning the estate of the late Sir Malcolm Arnold, the well-known musician and composer.  Amongst the issues arising was the question of title to a large number of manuscripts of Sir Malcolm’s works which are currently held by the Royal College of Music: [2014] Ch. 211.
• Benedetti v. Sawiris – Andrew was instructed to represent the Claimant in this long running litigation concerning the acquisition of a leading Italian telecommunications company, which was the largest leveraged buy-out in Europe in 2005.  The Supreme Court’s decision is the first time the application of unjust enrichment principles to quantum meruit claims has been considered at the highest level: [2014] AC 938.
• Independent Trustee Services Limited v. Morris – Andrew was instructed on behalf of the respondent wife, whose ex-husband had paid off an ancillary relief award with money which later turned out to have been stolen from a pension fund.  The Court of Appeal held that the fund was entitled to trace the stolen money into the wife’s assets, despite her innocence of any wrongdoing: [2013] Ch. 91.
• Arab Banking Corporation v. Ahmad Hamad Algosaibi & Brothers – Andrew was instructed for two of the Claimant banks in a Commercial Court action seeking repayment under various facilities.  The Defendants admitted liability part way through the trial and Andrew was subsequently involved in seeking enforcement, including the determination of priorities amongst parties seeking charging orders: [2011] EWHC 2444 (Comm).
• CPC Group Ltd. v. Qatari Diar Real Estate Investment Company – Andrew was instructed on behalf of the Defendant in this high profile action in the Chancery Division concerning the withdrawal of an application for planning permission in relation to the development of the Chelsea Barracks site following comments made by HRH the Prince of Wales.  The Court’s judgment includes some consideration of the law as to the effect of clauses requiring mutual good faith and the use of all reasonable endeavours: [2010] EWHC 1535 (Ch).
• MAN v Freightliner v. Ernst & Young – Andrew acted for the Defendant in this high-profile trial in the Commercial Court, involving commercial fraud and auditors’ negligence: [2005] EWHC 2347 (Comm).  He also acted on the appeal to the Court of Appeal: [2008] 2 BCLC 22.
• Black v. Sumitomo – remains a leading case in relation to pre-action disclosure: [2002] 1 WLR 1562.