Richard Lord v Maven Wealth Group Ltd
| Jurisdiction | England & Wales |
| Judge | Keyser |
| Judgment Date | 20 October 2021 |
| Neutral Citation | [2021] EWHC 2775 (Comm) |
| Court | Queen's Bench Division (Commercial Court) |
| Docket Number | Case No: CC-2021-CDF-000003 |
[2021] EWHC 2775 (Comm)
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS IN WALES
CIRCUIT COMMERCIAL COURT (QBD)
Cardiff Civil Justice Centre
2 Park Street, Cardiff, CF10 1ET
HIS HONOUR JUDGE Keyser QC
SITTING AS A JUDGE OF THE HIGH COURT
Case No: CC-2021-CDF-000003
Hugh Sims QC and James Hannant (instructed by Harrison Clark Rickerbys Limited) for the Claimants
Henry King QC (instructed by Squire Patton Boggs (UK) LLP) for the Defendants
Written submissions: 28 and 30 September 2021
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.
HIS HONOUR JUDGE Keyser QC
JUDGE Keyser QC:
Judgment on certain construction issues (“the Initial Claim”) was handed down on 24 September 2021 with the citation number [2021] EWHC 2544 (Comm) (“the Main Judgment”). This is my judgment upon issues of costs consequent on the Main Judgment.
I am grateful to counsel for their comprehensive written submissions. I have read and considered those submissions and the bundle of correspondence that was filed with them. I do not, however, intend to add to the time that the costs issue has already taken by reciting the contents of those documents or referring to them at length.
The claimants contend that the defendants should be ordered to pay to them (a) all of their costs of the case up until 29 May 2021, including the reserved costs of their application for an interim injunction (“the Application”), and (b) 50% of their costs after 29 May 2021. They seek an order for a detailed assessment of the costs on the standard basis and for payment on account of those costs of £38,446.10, calculated by reference to their costs schedule.
The defendants contend that the claimants should be ordered to pay to them the costs of the Initial Claim, including the costs of the Application. They seek summary assessment of those costs in the sum of £92,338.33, being two-thirds of the total amount of their latest costs schedule (£138,507.50).
There is no dispute as to the basic principles that apply. The court has a discretion whether to make any order for costs. If the court decides to make an order for costs, the general rule is that the unsuccessful party will be ordered to pay the costs of the successful party; however, the court may decide to make a different order. In deciding what, if any, order to make as to costs, the court will have regard to all the circumstances, including conduct, any partial success, and any admissible offers outside Part 36: r. 44.2. In exercising its discretion, the court must bear in mind the need to comply with the overriding objective.
The claimants' contention is nothing if not bold. They were unsuccessful on the primary issue of construction, which determined the contractual regime that applied to the valuation of the shares. They were also unsuccessful on the secondary issue, because they failed to establish that a procedure equivalent to that in Schedule 2 to COSA was applicable, whether by implication or on any other ground. Accordingly, the challenge to the validity of the appointment of Ms Wall was seen to be misguided, as was the claimants' insistence that they were entitled to specify the documents they were to receive in the course of the valuation process. This last matter had been the “sticking point” between the parties (Main Judgment, paragraph 35) and I clearly rejected the stance that the claimants had taken (Main Judgment, paragraphs 52 and 57).
In my view, the question which was the successful party admits of only one answer. It was the defendants. Therefore, prima facie, the defendants would expect to receive their costs of the case from the claimants.
I do not consider that a different order is required, in the exercise of my discretion, on the grounds of any partial success of the claimants. The nature and scope of my decision on the claim are fairly indicated in the four declarations that were contained in the order dated 24 September 2021; those declarations were drawn from paragraph 62 of the Main Judgment. The first three declarations were squarely in favour of the defendants' case. The fourth declaration was in substantially the terms of the final two sentences of paragraph 62. Although it might be said that the fourth declaration was of some advantage to the claimants and established a point not hitherto conceded, namely the claimants' entitlement to see and make submissions on any document considered by the Expert, I do not consider that it justifies their decision to commence proceedings or that it requires any departure from the normal costs order in the present case. Ms Wall had been validly appointed as the Expert. She had never indicated any refusal to share with the parties the documentation that she was considering. (As was noted in the Main Judgment, she did not actually have any significant documentation prior to the commencement of proceedings.) Further, the defendants' solicitors (SPB) had by 21 April 2021 accepted that material provided to Ms Wall would be provided to the claimants and that the time for making written submissions to Ms Wall would run from the date of provision of the...
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