Montrose Investment Ltd. v Orion Nominees Ltd. & Ors [2004] EWCA Civ 1032 (28 July 2004)

Montrose Investment Ltd. v Orion Nominees Ltd. & Ors [2004] EWCA Civ 1032 (28 July 2004)

Orion, despite its breach of trust towards Montrose, retains the right to claim an account from Mr Upton for the proceeds of the shares, as Mr Upton, before distribution, became aware that Orion had not 'dropped out' and that he held the proceeds for Orion as nominee. The breach of trust by Orion does not preclude its remedy against Mr Upton.

Citation
[2004] EWCA Civ 1032
Parties
Claimant: Montrose Investment Ltd; Defendant / Part 20 Claimant: Orion Nominees Ltd; Defendant / Part 20 Claimant: Richmond Corporate Services Ltd; Part 20 Defendant: Mr Richard Upton; Part 20 Defendant: Birchall Ventures Ltd
Jurisdiction
England and Wales
Judgment Date
28 July 2004
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Part 20 Claim
Outcome
Appeal allowed on the Part 20 claim
Legal Topics
Breach of Trust, Nominee Shareholding, Remedies for Breach of Trust, Obligations to Account, Constructive Trust
Equity and Trusts Company Law Breach of Trust Nominee Shareholding Remedies for Breach of Trust Obligations to Account Constructive Trust

Case Brief

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Parties

Montrose Investment Ltd

Claimant

Orion Nominees Ltd

Defendant / Part 20 Claimant

Richmond Corporate Services Ltd

Defendant / Part 20 Claimant

Mr Richard Upton

Part 20 Defendant

Birchall Ventures Ltd

Part 20 Defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Part 20 Claim

Legal Issues

  1. 1 Whether Orion, having acted in breach of trust, retains a right to claim an account from Mr Upton for proceeds of shares held as nominee
  2. 2 Whether Mr Upton's knowledge or belief about the beneficial ownership affects his obligation to account

Ratio Decidendi

Orion, despite its breach of trust towards Montrose, retains the right to claim an account from Mr Upton for the proceeds of the shares, as Mr Upton, before distribution, became aware that Orion had not 'dropped out' and that he held the proceeds for Orion as nominee. The breach of trust by Orion does not preclude its remedy against Mr Upton.

Court Disposition

Appeal allowed on the Part 20 claim

Orders

  • An account to be taken as between Orion and Mr Upton