Robert Nicholas Jason Scholfield & Anor. v Matthew David Smith & Anor.

Robert Nicholas Jason Scholfield & Anor. v Matthew David Smith & Anor.

The Settlement Agreement, correctly interpreted, released all claims against the former administrators and Clyde & Co as 'Affiliates' of the companies, covering all capacities, and evidence of subjective intent is inadmissible; Ex p James principle does not bar reliance on the release; no stay is warranted pending rectification.

Parties
Applicant/appellant: Robert Nicholas Jason Schofield; Applicant/appellant: Rhino Enterprises Holdings Limited; Respondent: Matthew David Smith; Respondent: Clare Boardman; Claimant/appellant/cross Respondent: Rhino Enterprises Properties Limited; Claimant/appellant/cross Respondent: Askwith Investments Limited; Defendant/respondent/cross Appellant: Clyde & Co LLP
Jurisdiction
England and Wales
Judgment Date
21 June 2022
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeals From High Court Orders Striking Out Claims
Outcome
Appeals by the Rhino Appellants dismissed; appeal by Clyde & Co allowed.
Legal Topics
Interpretation of Settlement Agreements, Release of Claims, Agency, Misfeasance Proceedings, Rectification, Contribution Claims
Contract Law Insolvency Law Civil Procedure Interpretation of Settlement Agreements Release of Claims Agency Misfeasance Proceedings Rectification +1 more

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Parties

Robert Nicholas Jason Schofield

Applicant/appellant

Rhino Enterprises Holdings Limited

Applicant/appellant

Matthew David Smith

Respondent

Clare Boardman

Respondent

Rhino Enterprises Properties Limited

Claimant/appellant/cross Respondent

Askwith Investments Limited

Claimant/appellant/cross Respondent

Clyde & Co LLP

Defendant/respondent/cross Appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeals From High Court Orders Striking Out Claims

Legal Issues

  1. 1 Did the Settlement Agreement release claims against the former administrators and Clyde & Co?
  2. 2 Are the former administrators and Clyde & Co 'Affiliates' under the Settlement Agreement?
  3. 3 Is the release limited to claims arising from agency or does it cover all capacities?

Ratio Decidendi

The Settlement Agreement, correctly interpreted, released all claims against the former administrators and Clyde & Co as 'Affiliates' of the companies, covering all capacities, and evidence of subjective intent is inadmissible; Ex p James principle does not bar reliance on the release; no stay is warranted pending rectification.

Court Disposition

Appeals by the Rhino Appellants dismissed; appeal by Clyde & Co allowed.

Orders

  • Misfeasance proceedings against the former administrators struck out.
  • Claim against Clyde & Co struck out in its entirety.