Haydon-Baillie and Others v Bank Julius Baer & Company Ltd and Others
| Jurisdiction | England & Wales |
| Judge | MR JUSTICE MORGAN,MR. JUSTICE MORGAN |
| Judgment Date | 12 November 2007 |
| Neutral Citation | [2007] EWHC 1609 (Ch),[2007] EWHC 3247 (Ch) |
| Docket Number | Case No: HC05C02879, HC05C02834, HC07C01034 HC05C02834 [THE FIRST ACTION] HC07C01034 [THE THIRD ACTION] HC05C02834 [THE FIRST ACTION] HC05C02879 [THE SECOND ACTION] HC07C01034 [THE THIRD ACTION],Case Nos: HC05C02879, HC05C02834, HC07C01034 HC05C02879 HC07C01034 HC05C02834 HC05C02879 HC07C01034 |
| Court | Chancery Division |
| Date | 12 November 2007 |
[2007] EWHC 1609 (Ch)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
Mr Justice Morgan
Case Nos: HC05C02879, HC05C02834, HC07C01034
HC05C02834
HC05C02879
HC07C01034
HC05C02834
HC05C02879
HC07C01034
[THE FIRST ACTION]
The First Claimant in Person on behalf of himself and the Second Claimants
Andrew Fulton (of Denton Wilde Sapte) for the First Defendant
James Ayliffe (instructed by Barlow Lyde & Gilbert) for the Twelfth Defendant
[THE SECOND ACTION]
The First Claimant in Person on behalf of himself and the Second Claimants
Edward Denehan (instructed by Pemberton Greenish) for the First to Eighth Defendants
Fiona Sinclair (instructed by Kennedys) for the Ninth Defendant
John Greenbourne (instructed by CMS Cameron McKenna) for the Tenth and Eleventh Defendants
[THE THIRD ACTION]
The First Claimant in Person on behalf of himself and the Second Claimants
Edward Denehan (instructed by Pemberton Greenish) for Defendants 1–7, 10, 11–18
John Greenbourne (instructed by CMS Cameron McKenna) for the Eighth and Ninth Defendants
Hearing dates: 1 st, 2 nd, 3 rd, 8 th, 9 th, 10 th & 11 th May 2007
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.
The facts in outline
Between 1 st March 1989 and 4 th June 1999, the First Claimant, Professor Wensley Haydon-Baillie, was the freehold owner of the stately home at Wentworth Woodhouse and the land surrounding it.
I will refer to the land and buildings at Wentworth Woodhouse (but not the contents) as “the Property”. I will refer to the contents of the Property as “the Contents” but without prejudice to the question whether the Contents are, in law, chattels or fixtures.
The Second Claimant consists of the Trustees of what has been described as the Succession Trust, originally created by a deed dated 14 th November 1988; this deed was later revoked and the trust was recreated on 7 th November 1995. The Trustees of the Succession Trust, who are relevant for present purposes, were Professor Haydon-Baillie and Eric Barratt until the latter's death on 3 rd July 2006 and after that date the Trustees are said to be Professor Haydon-Baillie and Dr Layton.
On 7 th November 1995, Professor Haydon-Baillie charged the Property, by way of legal mortgage, to Bank Julius Baer & Co Limited (“the Bank”). There is an issue whether the charge included any of the Contents.
In October 1998, the Bank obtained an order for possession of the Property and in November 1998 the Bank went into possession of the Property.
The Bank then made preparations to sell the Property and for this purpose the Bank instructed two firms of surveyors and estate agents, namely, Savills (where the principal person acting was a Mr Sweeney) and Strutt & Parker (where the principal person acting was a Mr Rimell). The firm of Phillips, Auctioneers and Valuers, gave advice in relation to some of the works of art contained within the Property. The Bank's solicitors in connection with the possession action and the sale were Gouldens (now known as Jones Day), where the partner acting was a Mr Donnelly. Notwithstanding the change of name of the solicitors, I will refer to them in this judgment as “Gouldens” as that was the name of the firm at the relevant time.
The Property was marketed by Savills and Strutt & Parker and on the 30 th April 1999 the Bank contracted to sell the Property to St. Ledger Investments Limited, a company that was connected with certain members of the Newbold family. The purchase price was £2,100,054. On 4 th June 1999 the sale of the Property was completed with the transfer being taken in the name of Macaw Properties Limited (“Macaw”).
The events described above initially gave rise to three sets of court proceedings. The first set comprised the possession proceedings by the Bank against Professor Haydon-Baillie.
The second set of court proceedings involved an application in proposed proceedings (although no claim form was later issued) in which Professor Haydon-Baillie and the Succession Trustees claimed an injunction to restrain the sale of certain works of art and other items contained within the Property. An application by Professor Haydon-Baillie and the Succession Trustees for an interlocutory injunction was refused by Sullivan J.
The third set of court proceedings which was brought around the time of the above events consisted of an interpleader by the Bank in relation to the surplus proceeds of sale, that is, the surplus after discharging the indebtedness of Professor Haydon-Baillie to the Bank. Those proceedings as to the surplus involved a number of persons including the Succession Trustees and resulted in an order by consent providing for the surplus to be paid to the Succession Trustees.
On the 29 th April 2005, that is six years less one day after the contract of sale of 30 th April 1999, Professor Haydon-Baillie and the Succession Trustees brought two actions, which I will call the First Action and the Second Action. The First Action was brought against certain persons connected on the seller's side with the sale in 1999. The Second Action was against certain persons involved on the purchaser's side in connection with the sale in 1999.
In the First Action, the Bank is the First Defendant. The Second to Sixth Defendants were persons connected with the Bank but the claim against those persons has since been discontinued. Savills and Mr Sweeney were the Seventh and Eighth Defendants and Strutt & Parker and Mr Rimell were the Ninth and Tenth Defendants. On the first day of the hearing of the Applications which are the subject of this judgment, the Claimants discontinued against the Seventh, Eighth, Ninth and Tenth Defendants. Phillips were the Eleventh Defendant but the Claimants have also discontinued against them. Gouldens were, and remain, the Twelfth Defendant. The Gouldens' partner, Mr Donnelly, had been the Thirteenth Defendant but the action was discontinued against Mr Donnelly on the first day of the hearing of the present Applications. Thus, in the First Action, the remaining Defendants are the Bank and Gouldens.
In the Second Action, the contracting purchaser, St. Ledger Investments Limited, is the Seventh Defendant and the actual purchaser, Macaw, is the Sixth Defendant. The first five Defendants are individuals who are members of the Newbold family. The claim has also been brought against St. Ledger Properties Limited as the Eighth Defendant. The solicitors for St. Ledger Investments Limited and Macaw were Gordon Dadds, who are the Ninth Defendant. The Tenth and the Eleventh Defendants are Nexia Audit Limited and Smith & Williamson Limited who, on dates after the transactions referred to above, became the auditors of and the accountants of certain of the companies named as Defendants. The Twelfth, Thirteenth and Fourteenth Defendants were EFG Private Bank Limited and persons connected with that bank but the Claimants have discontinued against the Twelfth, Thirteenth and Fourteenth Defendants.
The various remaining Defendants have applied to the court for orders striking out the claims against them and/or for summary judgment in their favour. These Applications were listed to be heard on 30 th April 2007. Shortly before that date, on the 17 th April 2007, Professor Haydon-Baillie and the Succession Trustees brought a Third Action. In the Third Action, the first Four Defendants are members of the Newbold family. The Fifth Defendant is Macaw. The Sixth and Seventh Defendants are St. Ledger Properties Limited and St. Ledger Investments Limited. The Eighth...
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