Raymond Bieber & Ors v Teathers Ltd [2012] EWCA Civ 1466 (14 November 2012)

Raymond Bieber & Ors v Teathers Ltd [2012] EWCA Civ 1466 (14 November 2012)

Once the partnership was constituted and monies paid as capital, the express terms of the Subscription Agreement and Partnership Deed governed the parties' rights. The Take Criteria from the Information Memorandum were not incorporated as binding investment limitations, and the monies ceased to be trust monies upon authorised payment into the partnership account. No Quistclose trust subsisted beyond the client account stage.

Citation
[2012] EWCA Civ 1466
Parties
Appellants/claimants: Raymond Bieber & Others; Respondent/defendant: Teathers Limited (in liquidation)
Jurisdiction
England and Wales
Judgment Date
14 November 2012
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Quistclose Trust, Breach of Trust, Collective Investment Schemes, Partnership Capital, Client Money Rules
Trusts Partnership Law Financial Regulation Quistclose Trust Breach of Trust Collective Investment Schemes Partnership Capital Client Money Rules

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Parties

Raymond Bieber & Others

Appellants/claimants

Teathers Limited (in liquidation)

Respondent/defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether partnership monies were held on a Quistclose trust subject to Take Criteria
  2. 2 Whether Teathers' authority to invest was limited by Information Memorandum
  3. 3 Whether breach of trust occurred upon investment in productions not meeting Take Criteria

Ratio Decidendi

Once the partnership was constituted and monies paid as capital, the express terms of the Subscription Agreement and Partnership Deed governed the parties' rights. The Take Criteria from the Information Memorandum were not incorporated as binding investment limitations, and the monies ceased to be trust monies upon authorised payment into the partnership account. No Quistclose trust subsisted beyond the client account stage.

Court Disposition

Appeal dismissed

Orders

  • No Quistclose trust subsisted over partnership monies beyond client account stage
  • Partnership capital governed by Partnership Deed, not Information Memorandum Take Criteria