Tactus Holdings Limited (in administration) v Philip Mark Jordan & Ors

Tactus Holdings Limited (in administration) v Philip Mark Jordan & Ors

The assignment of Tactus' claims to Chillblast was ineffective due to a contractual prohibition in the SPA against assignment except to lenders providing financial facilities, which Chillblast was not. Even if not contractually prohibited, the assignment was void for champerty as Chillblast lacked a legitimate...

Source-derived case information.

Parties
Claimant: Tactus Holdings Limited (in administration); Defendant: Philip Mark Jordan; Defendant: William Milleret-Spencer; Defendant: Thomas Hindle; Defendant: Robert Woolley; Defendant: Robert Sutherland; Defendant: SCH Bursell Limited; Defendant: Simon Charles Hingston Bursell; Applicant: Chillblast Limited; Respondent: Tactus Holdings Limited (in administration)
Jurisdiction
England and Wales
Judgment Date
29 January 2025
Procedural Posture
Commercial / Interlocutory Application for Substitution of Claimant
Outcome
application dismissed
Legal Topics
Assignment of Contractual Rights, Champerty, Party Substitution, Contractual Prohibition, Public Policy, Creditor Rights, Administration, Counterclaim
Contract Law Company Law Civil Procedure Insolvency Law Assignment of Contractual Rights Champerty Party Substitution Contractual Prohibition +4 more

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Parties

Tactus Holdings Limited (in administration)

Claimant

Philip Mark Jordan

Defendant

William Milleret-Spencer

Defendant

Thomas Hindle

Defendant

Robert Woolley

Defendant

Robert Sutherland

Defendant

SCH Bursell Limited

Defendant

Simon Charles Hingston Bursell

Defendant

Chillblast Limited

Applicant

Tactus Holdings Limited (in administration)

Respondent

Procedural Posture

Commercial / Interlocutory Application for Substitution of Claimant

Legal Issues

  1. 1 Whether Chillblast Limited can be substituted for Tactus Holdings Limited as claimant under CPR rule 19.2(4)
  2. 2 Whether the assignment of Tactus' claims to Chillblast is prohibited by the SPA
  3. 3 Whether the assignment is void for champerty/public policy

Ratio Decidendi

The assignment of Tactus' claims to Chillblast was ineffective due to a contractual prohibition in the SPA against assignment except to lenders providing financial facilities, which Chillblast was not. Even if not contractually prohibited, the assignment was void for champerty as Chillblast lacked a legitimate commercial interest, rendering substitution impermissible under CPR rule 19.2(4).

Court Disposition

application dismissed

Orders

  • Chillblast Limited's application to be substituted as claimant is dismissed.
  • Consequential issues to be dealt with if not agreed by parties.