Heis & Ors v MF Global UK Services Ltd

Heis & Ors v MF Global UK Services Ltd

The arrangements between UK and Services, evidenced by conduct, accounts, and directors' statements, demonstrated a clear understanding and intention that UK would reimburse Services for all staff-related costs, including pension deficits and section 75 debt. It was necessary to imply a contract to give business reality to the relationship, and the implied contract included an obligation to indemnify Services for the section 75 debt.

Parties
Applicant/appellant: Richard Heis; Applicant/appellant: Michael Robert Pink; Applicant/appellant: Richard Dixon Fleming; Respondent: MF Global UK Services Limited (in administration)
Jurisdiction
England and Wales
Judgment Date
21 June 2016
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
appeal dismissed
Legal Topics
Implied Contracts, Indemnity, Section 75 Pensions Act 1995, Corporate Group Arrangements
Contract Law Company Law Pensions Law Implied Contracts Indemnity Section 75 Pensions Act 1995 Corporate Group Arrangements

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Parties

Richard Heis

Applicant/appellant

Michael Robert Pink

Applicant/appellant

Richard Dixon Fleming

Applicant/appellant

MF Global UK Services Limited (in administration)

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether an implied contract existed between MF Global UK Limited and MF Global UK Services Limited regarding reimbursement of staff costs
  2. 2 Whether the implied contract included an obligation to indemnify Services for section 75 debt under the Pensions Act 1995

Ratio Decidendi

The arrangements between UK and Services, evidenced by conduct, accounts, and directors' statements, demonstrated a clear understanding and intention that UK would reimburse Services for all staff-related costs, including pension deficits and section 75 debt. It was necessary to imply a contract to give business reality to the relationship, and the implied contract included an obligation to indemnify Services for the section 75 debt.

Court Disposition

appeal dismissed

Orders

  • UK permitted to withdraw concession and amend grounds of appeal
  • Implied contract found between UK and Services obliging UK to pay all staff-related costs including section 75 debt