Saxon Woods Investments Limited v Francesco Costa & Ors

Saxon Woods Investments Limited v Francesco Costa & Ors

The Petitioner established a material change in circumstances due to the late service of serious allegations, which prevented timely provision of the anti-avoidance endorsement. The ATE policy with the anti-avoidance endorsement, as construed, provides clear, unambiguous, and sufficient protection to the First Respondent, covering risks of avoidance for fraud or non-disclosure. The risk of the insurer successfully avoiding the policy is not real or substantial in the context of the pleaded case and the factual matrix. Public policy does not prevent enforcement of the policy by the First Respondent as an innocent third party. The order for security for costs is therefore varied to allow...

Parties
Petitioner: Saxon Woods Investments Limited; First Respondent: Francesco Costa; Second Respondent: Far East Media Holdings PTE Limited; Third Respondent: Grosvenor Investment Project Limited; Fourth Respondent: HDO Holding Limited; Fifth Respondent: Bay Capital Investments Limited; Sixth Respondent: Khattar Holdings Private Limited; Seventh Respondent: Simon Powell; Eighth Respondent: Spring Media Investments Limited
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Company/shareholder Dispute / Application to Vary Security for Costs Order
Outcome
Application granted; order for security for costs varied.
Legal Topics
Security for Costs, ATE Insurance, Anti Avoidance Endorsement, Shareholder Dispute, Unfair Prejudice, Director's Duties
Company Law Civil Procedure Security for Costs ATE Insurance Anti Avoidance Endorsement Shareholder Dispute Unfair Prejudice Director's Duties

Case Brief

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Parties

Saxon Woods Investments Limited

Petitioner

Francesco Costa

First Respondent

Far East Media Holdings PTE Limited

Second Respondent

Grosvenor Investment Project Limited

Third Respondent

HDO Holding Limited

Fourth Respondent

Bay Capital Investments Limited

Fifth Respondent

Khattar Holdings Private Limited

Sixth Respondent

Simon Powell

Seventh Respondent

Spring Media Investments Limited

Eighth Respondent

Procedural Posture

Company/shareholder Dispute / Application to Vary Security for Costs Order

Legal Issues

  1. 1 Whether the Petitioner is entitled to vary the security for costs order to substitute an ATE policy with anti-avoidance endorsement for a cash payment.
  2. 2 Whether the ATE policy and anti-avoidance endorsement provide sufficient protection to the First Respondent against the risk of avoidance for fraud or non-disclosure.

Ratio Decidendi

The Petitioner established a material change in circumstances due to the late service of serious allegations, which prevented timely provision of the anti-avoidance endorsement. The ATE policy with the anti-avoidance endorsement, as construed, provides clear, unambiguous, and sufficient protection to the First Respondent, covering risks of avoidance for fraud or non-disclosure. The risk of the insurer successfully avoiding the policy is not real or substantial in the context of the pleaded case and the factual matrix. Public policy does not prevent enforcement of the policy by the First Respondent as an innocent third party. The order for security for costs is therefore varied to allow...

Court Disposition

Application granted; order for security for costs varied.

Orders

  • The order made on 9 December 2022 is varied to allow the ATE policy and its anti-avoidance endorsement to stand as security for costs in place of the cash payment.