Premia Marketing Ltd v Regis Mutual Management Ltd
| Jurisdiction | England & Wales |
| Judge | Roger ter Haar |
| Judgment Date | 18 August 2021 |
| Neutral Citation | [2021] EWHC 2329 (QB) |
| Docket Number | Case No: QB-2019-003093 |
| Court | Queen's Bench Division |
[2021] EWHC 2329 (QB)
IN THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
Royal Courts of Justice
Strand, London, WC2A 2LL
Roger ter Haar QC
(Sitting as a Deputy Judge of the High Court)
Case No: QB-2019-003093
Paul Ashwell (instructed by Rohan Solicitors LLP) for the Claimant
Lawrence Jones and Kyle Lecuona (instructed directly) for the Defendant
Hearing dates: 20, 21 and 22 July 2021
Approved Judgment
Roger ter Haar QC:
In this action the Claimant seeks reasonable remuneration from the Defendant (“Regis”) for introducing Regis to The Caravan Club (“CC”) and helping Regis to secure an agreement under which Regis was engaged by CC to manage a discretionary mutual insurance scheme.
The Claimant
The Claimant (“Premia”) is a company of which the sole director was and is Mr Adrian Stone who is also a 50% shareholder (the other 50% shareholder is Mr. Stone's wife).
Whilst Mr. Stone acted through Premia at all material times, it was in reality Mr Stone who has providing the services which Premia provided.
Premia undertakes a range of insurance and business consultancy services for third parties. Mr. Stone has undertaken consultancy and business development work for Eurotunnel, RNIB, HBOS and Prudential amongst others. He had previously held senior marketing executive positions at Aon, Europe Assistance and Lloyds TSB.
The Defendant
Regis is a mutual management company. Its business is to manage mutual insurance schemes: under the heading of management would fall all the day to day functions necessary for the mutual to operate efficiently. This can include claims handling, compliance for the mutual and marketing services, actuarial advice, placement of supporting insurance to members and the mutual itself and general advice.
There is a significant distinction between two different types of mutual insurance scheme. A mutual insurance scheme such as that run for the Bar of England and Wales (the Bar Mutual) provides contracts of insurance with the members of the scheme under which the members are entitled to indemnity against claims. Such schemes are the subject of substantial statutory regulation.
The other form of mutual is a discretionary mutual scheme under which the provision of indemnity is at the discretion of the board of the mutual. Because there is no entitlement to indemnity, such a scheme is not the subject of the same level of regulatory oversight as the first form of mutual.
It is in the establishment and management of discretionary mutuals that Regis has particular expertise.
The Chief Executive Officer of Regis is Mr. Paul Koronka, who set up Regis in 2007 for the purpose of specialising in the structuring and management of discretionary mutuals. Regis now looks after 11 mutuals.
Mr. David Gudopp is the head of business development at Regis.
The Caravan Club mutual
In 2015 Mr. Stone, in his role on behalf of Premia, was undertaking insurance consultancy work for Eurotunnel. In that role Mr Stone worked for Mr. Harvey Alexander, who was the Marketing and Sales Director of Eurotunnel. In late 2015 Mr. Alexander changed jobs to become Marketing Director at CC. Before he left Eurotunnel, Mr. Alexander asked Mr. Stone to review CC's insurance and prepare a paper on potential improvements.
In March 2016 Mr. Stone emailed Mr. Alexander and explained that he had a radical insurance idea (a mutual insurance scheme) that would be extremely beneficial for CC insurance and their members. Mr. Stone was already aware of the concept of mutuals and felt that such an arrangement would be most appropriate for CC. Mr. Alexander was keen to explore this and in April 2016 Mr. Alexander introduced Mr. Stone to Mr. Savage, the Director of Membership Services at CC.
Mr. Stone's son, Oliver, was in 2016 working for the well-known insurance brokers, Willis Towers Watson. It appears to have been Oliver Stone who suggested the name of Regis to his father as a potential manager of a mutual scheme.
In April 2016 Mr. Stone contacted Mr. Gudopp with the aim of assessing whether Regis would be a suitable company to introduce to CC with a view to developing a mutual. It is Mr. Stone's evidence that he asked Mr. Gudopp about introductory fees and that Regis confirmed that it would be prepared to pay an introductory fee if things progressed. This is disputed: I return below to consider this important factual issue.
To ensure confidentiality of their discussions on 6 April 2016 Mr. Stone for Premia and Mr. Gudopp for Regis signed a confidentiality agreement/Non-Disclosure Agreement. After that initial discussions took place between Mr. Gudopp and Mr Stone about Regis's credentials and experience.
On 12 May 2016 Mr Stone met Mr. Savage of CC and explained to him how turning the CC caravan insurance into a mutual would be extremely advantageous to CC. Mr. Stone says, and I accept, that he undertook a significant amount of preparation for this meeting. Following the initial meeting Mr. Stone and Mr. Savage held various subsequent discussions and exchanged a number of emails with Mr. Savage to progress the scheme and to answer questions raised by Mr. Savage. During these exchanges Mr. Stone advised Mr. Savage that the scheme would have to be managed by a third party. Mr. Stone recommended Regis as they were specialists at managing such schemes. He proposed introducing the two parties to discuss the proposal in greater detail.
In June 2016 at Mr. Stone's request, Mr. Gudopp emailed to him a copy of Regis's corporate brochure. On 24 June Mr. Stone prepared a presentation incorporating some elements from the generic Regis brochure, detailing how the scheme would work for CC if the scheme progressed.
After internal consultations within CC, on 20 July Mr. Savage contacted Mr. Stone to confirm that CC would like to meet Regis, together with Mr. Stone, for a “fact-finding mission”. A meeting was arranged for 17 August 2016.
Before the tri-partite (Premia/Regis/CC) meeting on 17 August 2016 there was a meeting between Mr. Stone and Mr. Gudopp and two other members of the Regis team to discuss the proposal and CC generally. There is a dispute as to what was said at that meeting about remuneration of Mr. Stone: I return to that subject below.
The 17 August 2016 meeting was a success. On 9 September 2016 there was a meeting between the board of CC (including Mr. Savage and Mr. Wright) and Mr. Gudopp, Mr. Ames, Mr. Page and Mr. Thurgood of Regis with Mr. Stone present. Regis made a presentation about the scheme.
In December 2016, Regis was asked by CC to prepare a feasibility study. The first phase of the feasibility study was presented by CC on 8 February 2017. Initially the fee to be paid to Regis for the feasibility study was to be £40,000: however after the first phase had been presented, it was agreed that the second phase of the study was not needed and Regis was paid only £20,000.
Following further discussions CC signed a four-year mutual management contract with Regis on 11 August 2017.
Mr. Stone's involvement in the introduction and negotiation of the CC/Regis contract
There is a dispute between the parties as to the extent of Mr. Stone's involvement in the introduction and negotiation of the CC/Regis contract.
There is no dispute between the parties that the scheme was Mr. Stone's brain child: he it was who identified the benefits to CC of a mutual scheme and who identified that Regis were ideally suited to run the scheme. He was therefore the person who effected the introduction between the two willing parties.
At least until September 2016 Mr Stone was a highly active and necessary participant in the presentation of the scheme and in satisfying CC that it was in its and its members' interest to move to a mutual insurance scheme.
In respect of Mr. Stone's involvement after the meeting on 9 September 2016 I have evidence from Mr. Savage who was called by Premia. In cross-examination he was taken to an exchange of emails. On 4 June 2018, Mr Stone wrote to Mr. Savage as follows:
“Brian
“Sorry to trouble you again but I am still having issues with Regis.
“Following our last conversation I checked my records, and with my solicitor, and there is no ‘offer’ on the table from Regis (as suggested by Paul to yourself) so my solicitor sent a friendly but correct letter with a lower and fair offer to Paul and his barrister.
“His barrister has now come back with a full broadside saying they have no intention of paying me anything whatsoever, disputing any claim that there was any agreement with Regis, and going on to say amongst other things that I was “handsomely remunerated by the Caravan Club” for my introduction and work.
“I find this farcical and ridiculous.
“Whilst I have the evidence to suggest there was an agreement of sorts in place I do need to clarify this last point.
“So I would be grateful if you would send me an email confirming that I acted as an introducer between the CMC and Regis, and that I undertook a large amount of work in the process of CMC securing an agreement with Regis and it was agreed that I should be reimbursed by Regis. (Which I confirmed to PK in an email on 26.10.16 after I discussed the matter with you).….”
Mr. Savage replied:
“I can confirm that you introduced a new insurance concept to me during our meeting in Haywards Heath and also introduced the Club to Regis who were/are providers of this type of scheme. This resulted in one introductory meeting and another operational meeting from which point the 2...
To continue reading
Request your trial
-
The Motoring Organisation Ltd v Spectrum Insurance Services Ltd
...EWHC 1882 (QB), AMP Advisory & Management Partners v Force India Formula One Limited [2019] EWHC 2426 (Comm), and Premia Marketing Limited v Regis Mutual Management Limited [2021] EWHC 2329 (QB). I do not need to deal with this point further because, here, Spectrum did not contend that it......
-
Kinled Investments Ltd v Zopa Group Ltd
...Finance) Ltd. v. HIG European Capital Partners LLP [2019] EWHC 1421 (Comm) and Premia Marketing Ltd. v. Regis Mutual Management Ltd. [2021] EWHC 2329 (QB)). The earlier cases were decided on their facts, more or less, and, as it turns out, the outcome of this case has turned largely on it......