HOTEL PORTFOLIO II UK LIMITED v ANDREW JOSEPH RUHAN

HOTEL PORTFOLIO II UK LIMITED v ANDREW JOSEPH RUHAN

The court found, on overwhelming documentary evidence, that Mr Stevens acted as Mr Ruhan’s nominee in the acquisition, development, and sale of the Hyde Park Hotels. Mr Ruhan breached fiduciary and statutory duties by failing to disclose his interest and profiting from the transaction. Mr Stevens dishonestly...

Source-derived case information.

Parties
Claimant: Hotel Portfolio II UK Limited (in Liquidation); Claimant (as Liquidator of Hotel Portfolio II UK Limited): Elizabeth Alexandra Aird-Brown; Defendant: Andrew Joseph Ruhan; Defendant: Anthony Edward Stevens; Interested Party: Phoenix Group Foundation; Interested Party: Minardi Investments Limited; Interested Party: Tania Jane Richardson
Jurisdiction
England and Wales
Judgment Date
23 February 2022
Procedural Posture
Commercial Court Trial (civil) / Final Judgment After Full Trial
Outcome
Judgment for the claimants (HPII and its liquidator) against Mr Ruhan and Mr Stevens on breach of fiduciary duty and dishonest assistance; claims in unlawful means conspiracy dismissed.
Legal Topics
Breach of Fiduciary Duty, Dishonest Assistance, Account of Profits, Equitable Compensation, Limitation of Actions, Unlawful Means Conspiracy, Proprietary Claims, Directors' Duties, Fraudulent Breach of Trust
Company Law Equity and Trusts Civil Procedure Breach of Fiduciary Duty Dishonest Assistance Account of Profits Equitable Compensation Limitation of Actions +4 more

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Parties

Hotel Portfolio II UK Limited (in Liquidation)

Claimant

Elizabeth Alexandra Aird-Brown

Claimant (as Liquidator of Hotel Portfolio II UK Limited)

Andrew Joseph Ruhan

Defendant

Anthony Edward Stevens

Defendant

Phoenix Group Foundation

Interested Party

Minardi Investments Limited

Interested Party

Tania Jane Richardson

Interested Party

Procedural Posture

Commercial Court Trial (civil) / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether Mr Stevens acted as Mr Ruhan’s nominee in the acquisition, development, and sale of the Hyde Park Hotels
  2. 2 Whether Mr Ruhan breached fiduciary and statutory duties to HPII
  3. 3 Whether Mr Stevens dishonestly assisted Mr Ruhan’s breaches

Ratio Decidendi

The court found, on overwhelming documentary evidence, that Mr Stevens acted as Mr Ruhan’s nominee in the acquisition, development, and sale of the Hyde Park Hotels. Mr Ruhan breached fiduciary and statutory duties by failing to disclose his interest and profiting from the transaction. Mr Stevens dishonestly assisted these breaches. The breaches were fraudulent and deliberately concealed, so the claims were not time-barred. HPII was entitled to an account of profits or equitable compensation against both defendants, but not to damages for unlawful means conspiracy as pleaded.

Court Disposition

Judgment for the claimants (HPII and its liquidator) against Mr Ruhan and Mr Stevens on breach of fiduciary duty and dishonest assistance; claims in unlawful means conspiracy dismissed.

Orders

  • Declaration that Mr Stevens acted as Mr Ruhan’s nominee in relation to the Hyde Park Hotels transactions
  • Order for account of profits or equitable compensation against Mr Ruhan and Mr Stevens, quantum to be determined