BBGP Managing General Partner Ltd & Ors v Babcock & Brown Global Partners

BBGP Managing General Partner Ltd & Ors v Babcock & Brown Global Partners

Communications between Slaughter and May and General (as managing general partner of Global) up to 5 October 2009 are not privileged as between the claimants, as all were joint clients in relation to partnership affairs. Privilege is defeated by the iniquity principle due to breaches of fiduciary duty by Mr Hanson and the FMT in orchestrating General's removal and the transfer of partnership funds without disclosure. However, privilege remains for material relating solely to external claims against the B&B Group. The right to inspect and use such material is limited to the claimants and may not be disseminated to other B&B Group members except as specified.

Parties
Claimant: BBGP Managing General Partner Limited; Claimant: BBGP Special Limited Partner LP; Claimant: B & B BBGP Investor; Claimant: Babcock and Brown International Pty Ltd; Claimant: Babcock and Brown Ltd; Defendant: Babcock & Brown Global Partners
Jurisdiction
England and Wales
Judgment Date
20 August 2010
Procedural Posture
Civil (chancery Division) / Judgment on Part 8 Claim
Outcome
Declarations granted in part; privilege set aside for specified material; further directions reserved.
Legal Topics
Limited Partnerships, Legal Professional Privilege, Fiduciary Duties, Iniquity Principle, Disclosure of Documents
Partnership Law Legal Professional Privilege Equity and Trusts Limited Partnerships Fiduciary Duties Iniquity Principle Disclosure of Documents

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Parties

BBGP Managing General Partner Limited

Claimant

BBGP Special Limited Partner LP

Claimant

B & B BBGP Investor

Claimant

Babcock and Brown International Pty Ltd

Claimant

Babcock and Brown Ltd

Claimant

Babcock & Brown Global Partners

Defendant

Procedural Posture

Civil (chancery Division) / Judgment on Part 8 Claim

Legal Issues

  1. 1 Whether the claimants are precluded by legal professional privilege from inspecting data on the B&B Group servers
  2. 2 Whether communications between Slaughter and May and the managing general partner are privileged
  3. 3 Whether the iniquity principle applies to defeat privilege in this context

Ratio Decidendi

Communications between Slaughter and May and General (as managing general partner of Global) up to 5 October 2009 are not privileged as between the claimants, as all were joint clients in relation to partnership affairs. Privilege is defeated by the iniquity principle due to breaches of fiduciary duty by Mr Hanson and the FMT in orchestrating General's removal and the transfer of partnership funds without disclosure. However, privilege remains for material relating solely to external claims against the B&B Group. The right to inspect and use such material is limited to the claimants and may not be disseminated to other B&B Group members except as specified.

Court Disposition

Declarations granted in part; privilege set aside for specified material; further directions reserved.

Orders

  • General and the Second and Third Claimants may inspect and use all communications with Slaughter and May up to 5 October 2009, except for material relating solely to external claims.
  • Privilege is set aside for such material due to the iniquity principle.