Broadcasting Investment Group Ltd & Ors v Smith & Ors [2020] EWHC 2501 (Ch) (21 September 2020)

Broadcasting Investment Group Ltd & Ors v Smith & Ors [2020] EWHC 2501 (Ch) (21 September 2020)

BIG's claim for damages and specific performance is barred by the reflective loss principle as clarified in Marex; SS PLC has a concurrent cause of action under the joint venture agreement by virtue of the Contracts (Rights of Third Parties) Act 1999. The rule applies irrespective of the remedy sought. Mr Burgess's claim is not barred as he is not a shareholder in SS PLC. The restructuring agreement claim is not maintainable as the APOC asserts no agreement was reached.

Citation
[2020] EWHC 2501 (Ch)
Parties
Claimant: Broadcasting Investment Group Limited; Claimant: Visual Investments International Limited; Claimant: Kenneth Burgess; Defendant: Adam Smith; Defendant: Dan Finch; Defendant: Parkhead Properties Limited; Defendant: Skoosh Investments Limited; Defendant: Streaming Investments PLC
Jurisdiction
England and Wales
Judgment Date
21 September 2020
Procedural Posture
Strike Out Application / Interlocutory Judgment
Outcome
Application granted in part; BIG's claims for damages and specific performance struck out; Mr Burgess's claim not struck out; restructuring agreement claim struck out.
Legal Topics
Reflective Loss Principle, Third Party Rights, Specific Performance, Fiduciary Duties, Proprietary Estoppel, Constructive Trust
Company Law Contract Law Reflective Loss Principle Third Party Rights Specific Performance Fiduciary Duties Proprietary Estoppel Constructive Trust

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Parties

Broadcasting Investment Group Limited

Claimant

Visual Investments International Limited

Claimant

Kenneth Burgess

Claimant

Adam Smith

Defendant

Dan Finch

Defendant

Parkhead Properties Limited

Defendant

Skoosh Investments Limited

Defendant

Streaming Investments PLC

Defendant

Procedural Posture

Strike Out Application / Interlocutory Judgment

Legal Issues

  1. 1 Does the reflective loss principle bar the claims of shareholders for losses suffered by the company?
  2. 2 Is Streaming Investments PLC entitled to enforce the joint venture agreement under the Contracts (Rights of Third Parties) Act 1999?
  3. 3 Are claims for specific performance barred by the reflective loss principle?

Ratio Decidendi

BIG's claim for damages and specific performance is barred by the reflective loss principle as clarified in Marex; SS PLC has a concurrent cause of action under the joint venture agreement by virtue of the Contracts (Rights of Third Parties) Act 1999. The rule applies irrespective of the remedy sought. Mr Burgess's claim is not barred as he is not a shareholder in SS PLC. The restructuring agreement claim is not maintainable as the APOC asserts no agreement was reached.

Court Disposition

Application granted in part; BIG's claims for damages and specific performance struck out; Mr Burgess's claim not struck out; restructuring agreement claim struck out.

Orders

  • BIG's claims against Mr Smith for damages and specific performance are struck out.
  • Mr Burgess's claim is not struck out.