St Vincent European General Partner Ltd v Robinson & Ors

St Vincent European General Partner Ltd v Robinson & Ors

St Vincent's claims are barred by the rule against recovery of reflective loss, as any loss suffered was that of the companies (HHL or HDP), not St Vincent. No valid tender for redemption was made, and no breach of duty or implied term by the defendants is established. The Giles v Rhind exception does not apply as St Vincent could have pursued a derivative action or redemption action. The proposed amendments and joinder of new defendants are refused due to limitation, lack of evidence, lateness, and prejudice.

Parties
Claimant: St Vincent European General Partner Limited; Defendant: Bruce Robinson; Defendant: Winterbourne Pte Limited; Defendant: PPL Winterbourne Limited; Defendant: Polad Limited; Defendant: Molyneux Investments Limited; Defendant: Thistle Aviation Limited; Defendant: Jenifer Copeland; Defendant: Stephen Copeland; Defendant: James Hoseason; Defendant: David Toms; Defendant: Alastair Nicholson (deceased, through the administrator of his estate, Alistair David John Nicholson Jr); Proposed Defendant: Korea Fuel-Tech Poland Sp. z. o. o.; Proposed Defendant: John Clarke; Proposed Defendant: MacDonald & Partners Limited; Proposed Defendant: Picton Jones (Asset Management) Limited; Proposed Defendant: Haussmann Developments Polska Sp. z. o. o.
Jurisdiction
England and Wales
Judgment Date
24 May 2018
Procedural Posture
Commercial Court Claim (summary Judgment and Amendment Applications) / Ruling on Summary Judgment and Application to Amend Pleadings/add Parties
Outcome
Summary judgment for the existing defendants; application to amend pleadings and join new defendants refused.
Legal Topics
Summary Judgment, Reflective Loss, Redemption of Security, Implied Terms, Conspiracy, Breach of Trust, Joinder of Parties, Limitation of Actions
Commercial Law Equity and Trusts Company Law Civil Procedure Summary Judgment Reflective Loss Redemption of Security Implied Terms +4 more

Case Brief

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Parties

St Vincent European General Partner Limited

Claimant

Bruce Robinson

Defendant

Winterbourne Pte Limited

Defendant

PPL Winterbourne Limited

Defendant

Polad Limited

Defendant

Molyneux Investments Limited

Defendant

Thistle Aviation Limited

Defendant

Jenifer Copeland

Defendant

Stephen Copeland

Defendant

James Hoseason

Defendant

David Toms

Defendant

Alastair Nicholson (deceased, through the administrator of his estate, Alistair David John Nicholson Jr)

Defendant

Korea Fuel-Tech Poland Sp. z. o. o.

Proposed Defendant

John Clarke

Proposed Defendant

MacDonald & Partners Limited

Proposed Defendant

Picton Jones (Asset Management) Limited

Proposed Defendant

Haussmann Developments Polska Sp. z. o. o.

Proposed Defendant

Procedural Posture

Commercial Court Claim (summary Judgment and Amendment Applications) / Ruling on Summary Judgment and Application to Amend Pleadings/add Parties

Legal Issues

  1. 1 Whether the claimant has a real prospect of success on its claims against the defendants
  2. 2 Whether the claims are barred by the rule against recovery of reflective loss
  3. 3 Whether the claimant made a valid tender for redemption of pledged shares

Ratio Decidendi

St Vincent's claims are barred by the rule against recovery of reflective loss, as any loss suffered was that of the companies (HHL or HDP), not St Vincent. No valid tender for redemption was made, and no breach of duty or implied term by the defendants is established. The Giles v Rhind exception does not apply as St Vincent could have pursued a derivative action or redemption action. The proposed amendments and joinder of new defendants are refused due to limitation, lack of evidence, lateness, and prejudice.

Court Disposition

Summary judgment for the existing defendants; application to amend pleadings and join new defendants refused.

Orders

  • Summary judgment granted in favour of the existing defendants.
  • Application to re-amend Particulars of Claim refused.