Guy’s & St Thomas’ NHS Foundation Trust & Anor. v ESMS Global Limited & Ors.

Guy’s & St Thomas’ NHS Foundation Trust & Anor. v ESMS Global Limited & Ors.

The claims against the Second to Seventh Defendants fail because there is no real prospect of establishing any personal assurances, assumption of responsibility, or fiduciary relationship by these Defendants. All relevant representations and obligations were made or owed by the company (ESMS), not personally by the individuals. The evidence does not support the imposition of proprietary estoppel, constructive trust, or fiduciary duties on the Second to Seventh Defendants. The claims are therefore struck out and/or summary judgment is granted in their favour.

Parties
Claimant: Guy’s & St Thomas’ NHS Foundation Trust; Claimant: Rita Fitzpatrick; Defendant: ESMS Global Limited; Defendant: Rajesh Kumar Sood; Defendant: Simon Philip Webster; Defendant: Sarita Sood; Defendant: Jennifer Ann Webster; Defendant: Kavnish Limited; Defendant: S. London Limited; Defendant: Trident Trust Company (Guernsey) Limited
Jurisdiction
England and Wales
Judgment Date
18 November 2022
Procedural Posture
Commercial / Strike Out And/or Summary Judgment Application
Outcome
Strike out and/or summary judgment granted in favour of the Second to Seventh Defendants; claims against them dismissed.
Legal Topics
Proprietary Estoppel, Constructive Trusts, Fiduciary Duties, Limitation of Actions, Piercing the Corporate Veil, Employee Benefit Trusts
Equity and Trusts Company Law Employment Law Proprietary Estoppel Constructive Trusts Fiduciary Duties Limitation of Actions Piercing the Corporate Veil +1 more

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Parties

Guy’s & St Thomas’ NHS Foundation Trust

Claimant

Rita Fitzpatrick

Claimant

ESMS Global Limited

Defendant

Rajesh Kumar Sood

Defendant

Simon Philip Webster

Defendant

Sarita Sood

Defendant

Jennifer Ann Webster

Defendant

Kavnish Limited

Defendant

S. London Limited

Defendant

Trident Trust Company (Guernsey) Limited

Defendant

Procedural Posture

Commercial / Strike Out And/or Summary Judgment Application

Legal Issues

  1. 1 Whether the Second to Seventh Defendants can be held personally liable to the Claimants for proprietary estoppel, breach of fiduciary duty, or constructive trust arising from the failure to establish an Employee Benefit Trust (EBT) as agreed in a business purchase agreement.
  2. 2 Whether the claims against the Second to Seventh Defendants disclose any arguable case or real prospect of success, justifying refusal of strike out or summary judgment.

Ratio Decidendi

The claims against the Second to Seventh Defendants fail because there is no real prospect of establishing any personal assurances, assumption of responsibility, or fiduciary relationship by these Defendants. All relevant representations and obligations were made or owed by the company (ESMS), not personally by the individuals. The evidence does not support the imposition of proprietary estoppel, constructive trust, or fiduciary duties on the Second to Seventh Defendants. The claims are therefore struck out and/or summary judgment is granted in their favour.

Court Disposition

Strike out and/or summary judgment granted in favour of the Second to Seventh Defendants; claims against them dismissed.

Orders

  • The claims against the Second to Seventh Defendants are struck out and/or summary judgment is entered in their favour.
  • Counsel to agree the appropriate form of order.