La Cotte Consulting Ltd v Sovereign Steel Stockholders (A Firm)
| Jurisdiction | England & Wales |
| Judge | Davis-White |
| Judgment Date | 08 June 2021 |
| Neutral Citation | [2021] EWHC 1517 (Ch) |
| Court | Chancery Division |
| Docket Number | Case No: D30LS753 |
| Date | 08 June 2021 |
[2021] EWHC 1517 (Ch)
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS IN LEEDS
BUSINESS LIST (ChD)
Leeds Combined Court Centre,
1 Oxford Row, Leeds, LS1 3BG
HH Judge Davis-White QC
(SITTING AS A JUDGE OF THE HIGH COURT)
Case No: D30LS753
Mr James Stuart and Mr Winston Jacob (instructed by way of direct access) for the Claimant
Mr David Lewis QC and Mr Jack Dillon (instructed by Simons Muirhead & Burton LLP) for the 1 st to 5 th Defendants
The 6 th Defendant did not appear and was not represented
Hearing dates: 8–9 (reading), 14–18, 21–22 December 2020, 11–14, 19 January 2021
The trial was conducted remotely through HMCTS Cloud Video Platform (“CVP”)
Approved Judgment
I direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.
HH JUDFGE Davis-White QC (SITTING AS A JUDGE OIF THE HIGH COURT)
HH Judge Davis-White QC:
For convenience the main headings in this judgment are as set out below:
Introduction
| Heading | Para | |
| Introduction | 2 | |
| The parties and related persons and entities | 7 | |
| (1) The Hobson Family | 7 | |
| (2) The Robinson Family | 32 | |
| (3) Mr Easton, the sixth Defendant | 39 | |
| (4) Firth Rixson | 46 | |
| Representation in these Proceedings | 48 | |
| The Claimant's case | 63 | |
| The Counterclaim | 95 | |
| Statements of case | 99 | |
| The oral evidence and the court's approach to it | 103 | |
| Lies or Lucas direction | 109 | |
| The witnesses | 116 | |
| The remote trial in this case | 161 | |
| Other Earlier Proceedings | 188 | |
| The Hobson Companies | 215 | |
| The Alleged assignments between Hobson Companies | 239 | |
| The relationship between the Jersey Hobson Companies and the English Hobson Companies | 250 | |
| Relevant History | 266 | |
| (1) Up to 2008 | 266 | |
| ( 2) 2008: Alleged JVA, Darley Dale and sub-contractors, renewal of AMS contract and negotiations for general waste management contract covering all sites | 285 | |
| ( 3) 2009: the Waste Management Agreement of 09.02.09, the loan by Meadowbank to Firth Rixson April 2009, Darley Dale contamination claims | 317 | |
| (4) Summer 2009: the 50:50 Agreement | 328 | |
| ( 5) 2010: Darley Dale contamination claims and relationship between Sovereign/Meadowbank | 350 | |
| (6) 2011: Collections by Sovereign from Meadowbank, Continued contamination claim against Firth Rixson, the June Reconciliation/sale agreement | 372 | |
| (7) 2012: The reconciliation/sale agreement between MVA and Sovereign | 437 | |
| (8) 2013: Alleged confrontations of Mr Freddie Robinson and conspiracy with Mr Easton | 463 | |
| Various claims relating to Firth Rixson contracts | 478 | |
| (1) The AMS Commission Claim | 478 | |
| (2) The respective interests of Sovereign/Meadowbank: by site or by type of scrap metal? | 492 | |
| (3) The alleged JVA | 506 | |
| (4) The 50:50 Agreement | 510 | |
| (5) The reconciliation/sale agreement | 533 | |
| (6) The Darley Dale commission | 543 | |
| (7) Sums due to MVA (now La Cotte)/Sovereign in respect of the Darley Dale Site | 544 | |
| (8) Mr Easton | 551 | |
| (9) The Conversion Counterclaims | 552 | |
| The Diverted Contract Claim: February 2012 | 556 | |
| (1) The case | 556 | |
| (2) The documents | 579 | |
| (3) The witness evidence | 620 | |
| (4) Summary conclusions | 639 | |
| The Erasteel Claim | 649 | |
| (1) The Pleaded Case | 649 | |
| (2) The Evidence | 658 | |
| (3) Findings | 677 | |
| Hand down of Judgment | 702 |
Underlying this case is a seismic breakdown in relations between two families involved in the scrap metal business. One family is the Hobson family. The other is the Robinson family.
The issues between them that I now have to resolve largely (but not entirely) turn on whether or not certain matters were, or were not, agreed between various individuals. Underlying the claims made by the Claimant are various allegations which include breach of contract, breach of fiduciary duty, fraud, dishonesty, conspiracy and inducing breach of contract. Leaving aside the substantive merits of the claims, there are also issues, raised by the Defendants, as to the identity of the corporate entity in which various claims, if they exist, were originally vested and/or whether or not claims have been validly assigned. Further, there are potential limitation issues. There is also a counterclaim that needs to be considered.
The Hobson family businesses have been conducted by different companies over time. There are issues as to whether specific Hobson companies entered into specific contracts as agent for another Hobson company in circumstances as to make that other company an undisclosed principal but party to the contract in question.
The Robinson family has, at all material times, carried on the Robinson family business through the 1st Defendant, a partnership, Sovereign Steel Stockholders (“Sovereign”).
The background to most of the claims involves relations that Sovereign or Sovereign and Meadowbank have had with companies within the Firth Rixson group of companies (the “Firth Rixson Group”) regarding scrap metal.
The parties and related persons and entities
(1) The Hobson Family
The Claimant is La Cotte Consulting Limited, a company incorporated in Jersey (“La Cotte” or the “Claimant”). It is owned and run by members of the Hobson family. It is one of many corporate vehicles that have played a part in the Hobson family scrap metal business (the “Hobson Business”) over the years (the “Hobson Companies”). By these proceedings La Cotte has brought a raft of claims against the Defendants which it asserts in its own right (as undisclosed principal), alternatively as assignee, in some cases, as ultimate assignee, there being other alleged intermediary assignees.
The 1 st to 5 th Defendants challenge the cases both that La Cotte (and a predecessor Jersey company, said to play much the same role in the Hobson Business as La Cotte, Concept Metals Ltd) acted as undisclosed principal but contracting party in relevant respects and that there is a valid chain of assignments as asserted by the Claimant.
As regards the Hobson family itself, the founding member of the current family scrap metal business is Mr Andrew Alvin Hobson (“Mr Andrew Hobson”). He was born in April 1959 and is now 62 years of age. The scrap metal business that he founded has been geographically centred (in terms of operating premises and storage site) in the Rotherham area and, more particularly, for many years now, from premises at Meadowbank Industrial Estate, Harrison Street, Rotherham (the “Meadowbank Site”). For some years title to the Meadowbank Site has been vested in a BVI incorporated company, Listed Properties Limited. That company has then leased the premises to the relevant English registered operating company. A succession of Hobson Companies, registered in England, (the “English Hobson Companies”) have operated from the Meadowbank Site over the years. Many have the word “Meadowbank” as part of their name. For the purposes of these proceedings, one of the most significant Meadowbank companies is Meadowbank Vac Alloys Limited (“MVA”).
In many parts of the narrative, it is convenient to refer to the relevant registered Hobson Companies involved generically without, at that stage, seeking to identify precisely which Hobson company was involved or on what legal basis. Accordingly, when I refer to “Meadowbank” as an entity it is to the relevant Hobson company/ies (including the Jersey registered Hobson Companies) without further identification.
The Hobson Business, based in England, originally seems to have been a joint venture between Mr Andrew Hobson and Mr Neil Freeman. However, the latter effectively left the business in about 2005 and thereafter had no management role nor any equity stake in the Hobson Companies.
In about 1999–2000, Mr Andrew Hobson and his wife, Audrey Hobson (“Mrs Audrey Hobson”), decided to move to Jersey from their previous home in Sheffield. They currently live at La Cotte View House, Le Chemin de Creux, St Brelade, Jersey. That property is also owned by a BVI company, White Moon Properties Limited. As I understand it, La Cotte is a palaeolithic site of early habitation close to La...
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