4VVV Ltd & Ors v Nicholas Spence & Ors
| Judge | Mr Justice Foxton |
| Neutral Citation | [2024] EWHC 2434 (Comm) |
| Year | 2024 |
| Court | Queen's Bench Division (Commercial Court) |
| Counsel | Matthew Collings Kc,Tim Calland,Rowena Page |
| Date | 27 September 2024 |
Neutral Citation Number: [2024] EWHC 2434 (Comm)
Case No: CL-2021-000051
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
KING’S BENCH DIVISION
COMMERCIAL COURT
Royal Courts of Justice
Strand, London, WC2A 2LL
Date: 27/09/2024
Before :
MR JUSTICE FOXTON
- - - - - - - - - - - - - - - - - - - - -
Between :
(1) 4VVV LTD and the (2) to (435) Claimants
listed in Schedule 1 to the Claim Form Claimants
– and –
(1) NICHOLAS SPENCE and (2) DEREK KEWLEY
AND (3) to (6) and (8) to (13) Defendants Defendants
- - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - -
Daniel Saoul KC and Matthieu Grégoire (instructed by Trowers & Hamlins LLP) for the
Claimants
Matthew Collings KC, Tim Calland and Rowena Page (instructed by Simon Burn
Solicitors) for the First, Second, Sixth and Eighth to Eleventh Defendants
Hearing dates: 15-18, 23-25, 29-30 April, 1 -2 May, 20-23 May and 6, 10-13 June 2024
Further submissions: 25 and 31 July 2024
Draft Judgment Circulated: 23 August 2024
- - - - - - - - - - - - - - - - - - - - -
Approved Judgment
I direct that no official shorthand note shall be taken of this Judgment and that copies
of this version as handed down may be treated as authentic.
.............................
THE HONOURABLE MR JUSTICE FOXTON
This judgment was handed down by the judge remotely by circulation to the parties’
representatives by email and release to The National Archives. The date and time for hand-
down is deemed to be Friday 27 September 2024 at 10:30am.
THE HONOURABLE MR JUSTICE FOXTON
Approved Judgment
4VVV Limited and others
v. Spence and others
A INTRODUCTION
A(1) The Claim in Outline
1. In 1863, Victorian entrepreneurs decided to capitalise on the success of Charles
Kingsley’s 1855 novel Westward Ho! by building a hotel and holiday villa near Northern
Burrows on the North Devon coast. Their prospectus asserted:
“The want of such accommodation has long been felt, and as no attempt to supply
it has hitherto been made by individuals, it is deemed to be a legitimate project to
be undertaken by a Company. The salubrity and beauty of the North of Devon have
long been known and appreciated. Sir James Clark has placed it in the highest
position for health-giving qualities; and the recent publication of Professor
Kingsley's ‘Westward Ho!’ has excited increased public attention to the western
part, more especially, of this romantic and beautiful coast. Nothing but a want of
accommodation for visitors has hitherto prevented its being the resort of families
seeking the advantages of sea bathing, combined with the invigorating breezes of
the Atlantic....”
(The Northern Burrows Hotel Prospectus, Westward Ho! History Society,
westwardhohistory.co.uk)
2. This case arises from investments made by the 435 claimants in holiday properties in
Westward Ho! and Ilfracombe, and in student accommodation across the country, in
reliance on what they allege were dishonest misrepresentations in investment
prospectuses which were even more alluring than their 1863 predecessor. They seek:
i) damages for deceit and unlawful means conspiracy against two individuals and a
number of companies;
ii) rescission of certain of the purchase contracts on the basis that they were induced
by fraudulent misrepresentation;
iii) a declaration that certain investments are unenforceable under s.26 of the Financial
Services and Markets Act 2000 (“ FSMA”) on the basis that they constituted
unauthorised collective investment schemes, and consequential relief in respect of
those investments (including recovery of all amounts paid and compensation).
3. The action has proceeded by way of a phased trial, with this first phase determining a
number of common issues, together with the claims of ten of the Claimants, referred to as
“the Lead Claimants”.
4. The Defendants comprise:
i) Mr Nicholas Spence, a director of the 8 th to 11th Defendants and a former director
of the 6th Defendant Green Parks Holdings Ltd which was the 7th Defendant until it
entered administration and of and A1 Alpha (Leicester) Ltd (A1 Alpha), a key
2
THE HONOURABLE MR JUSTICE FOXTON
Approved Judgment
4VVV Limited and others
v. Spence and others
company in the relevant events.
ii) Mr Derek Kewley, a director of the 8th to 11th Defendants and a former director of
the 6th Defendant and A1 Alpha.
iii) The Sixth to Eleventh Defendants (referred to with A1 Alpha as the Alpha
Companies and, together with Mr Spence and Mr Kewley, the Alpha Defendants
and, with other companies in the same ultimate ownership, the Alpha Group)
comprise companies which sold the investment properties, were also tenants of
those properties under underleases and or managed many of the sites.
iv) The Twelfth and Thirteenth Defendants (the Tuscola Entities) who have been
joined to the proceedings in their capacity as successors in title to the freehold title
to certain properties, and whose position may be relevant to some of the claims for
rescission advanced in the case. It was agreed at the PTR that any claims for
rescission in respect of leaseholds of which the Tuscola Entities are freeholders
would be addressed at a subsequent hearing after judgment in this trial, and the
Tuscola Entities have not played an active part in this phase of the trial.
The Claimants have reached a settlement with the Third Defendant, Mr Andrew Crump,
and the Fifth Defendant, and the Claimants have entered judgment in default against the
Fourth Defendant.
The Witness Evidence
5. I heard evidence from or on behalf of all of the Lead Claimants (five of whom are
investment companies):
i) Mr Andreas Alonefetis, the principal of AA Azure Yachting Limited (“AA
Azure”) who invested in two Westbeach units, two rooms in the Q Studios student
development in Stoke and a unit in the Ilfracombe development.
ii) Mr Alexander Longman, who invested in two Westbeach units.
iii) Mr Chukwuebuka Ofor who invested in a room in the Park Lane House
development in Sunderland.
iv) Mr Hitesh Vyas who invested in a unit in the Ilfracombe development.
v) Dr Alice Hudson-Peacock, the principal of Hudson-Peacock Investments Ltd
(“HPIL”) who invested in the Scholar’s Court student development in Bradford.
vi) Mr Omar El-Quqa, the principal of Lotus Properties Real Estate Company Ltd
(“Lotus”), who invested in ten properties: six units in the Norfolk Street student
development in Sunderland, and four units in the Tudor Studios development in
Leicester.
vii) Mr Paul Simpson, the principal of Magic Box Properties Two Limited (“Magic
3
Get this document and AI-powered insights with a free trial of vLex and Vincent AI
Get Started for FreeStart Your Free Trial of vLex and Vincent AI, Your Precision-Engineered Legal Assistant
-
Access comprehensive legal content with no limitations across vLex's unparalleled global legal database
-
Build stronger arguments with verified citations and CERT citator that tracks case history and precedential strength
-
Transform your legal research from hours to minutes with Vincent AI's intelligent search and analysis capabilities
-
Elevate your practice by focusing your expertise where it matters most while Vincent handles the heavy lifting
Start Your Free Trial of vLex and Vincent AI, Your Precision-Engineered Legal Assistant
-
Access comprehensive legal content with no limitations across vLex's unparalleled global legal database
-
Build stronger arguments with verified citations and CERT citator that tracks case history and precedential strength
-
Transform your legal research from hours to minutes with Vincent AI's intelligent search and analysis capabilities
-
Elevate your practice by focusing your expertise where it matters most while Vincent handles the heavy lifting
Start Your Free Trial of vLex and Vincent AI, Your Precision-Engineered Legal Assistant
-
Access comprehensive legal content with no limitations across vLex's unparalleled global legal database
-
Build stronger arguments with verified citations and CERT citator that tracks case history and precedential strength
-
Transform your legal research from hours to minutes with Vincent AI's intelligent search and analysis capabilities
-
Elevate your practice by focusing your expertise where it matters most while Vincent handles the heavy lifting
Start Your Free Trial of vLex and Vincent AI, Your Precision-Engineered Legal Assistant
-
Access comprehensive legal content with no limitations across vLex's unparalleled global legal database
-
Build stronger arguments with verified citations and CERT citator that tracks case history and precedential strength
-
Transform your legal research from hours to minutes with Vincent AI's intelligent search and analysis capabilities
-
Elevate your practice by focusing your expertise where it matters most while Vincent handles the heavy lifting
Start Your Free Trial of vLex and Vincent AI, Your Precision-Engineered Legal Assistant
-
Access comprehensive legal content with no limitations across vLex's unparalleled global legal database
-
Build stronger arguments with verified citations and CERT citator that tracks case history and precedential strength
-
Transform your legal research from hours to minutes with Vincent AI's intelligent search and analysis capabilities
-
Elevate your practice by focusing your expertise where it matters most while Vincent handles the heavy lifting