Trafalgar Multi Asset Trading Company Ltd ((in Liquidation)) v James David Hadley
| Jurisdiction | England & Wales |
| Judge | Mr Nicholas Thompsell |
| Judgment Date | 20 July 2023 |
| Neutral Citation | [2023] EWHC 1867 (Ch) |
| Court | Chancery Division |
| Docket Number | Claim No: BL-2020-000294 |
[2023] EWHC 1867 (Ch)
Mr Nicholas Thompsell
sitting as a Deputy Judge of the High Court
Claim No: BL-2020-000294
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF
ENGLAND AND WALES BUSINESS LIST (ChD)
Rolls Building
Fetter Lane
London, EC4A 1NL
Mr Justin Higgo KC and Ms Belinda McRae (instructed by Kingsley Napley LLP) appeared for the Claimant
Mr James Hadley appeared in person
Mr Andrew Jones appeared in person and on behalf of Titan Capital Partners Ltd
Mr William Wright appeared on behalf of CGrowth Capital Bond Ltd
Mr Stephen Goodfellow appeared for Mr William Wright
Mr Bentley Thwaite appeared in person for himself
Hearing date: 29 June 2023
INTRODUCTION
This judgment deals with consequential matters arising from the main judgment in this matter (the “ Liability Judgment”) which is reported as Trafalgar Multi Asset Trading Co. Ltd v Hadley and ors [2023] EWHC 1184 (Ch) and which I handed down on 19 May 2023. This came after a four-week trial dealing with the question of liability in this matter. Full details of the claim were given in the Liability Judgment. I will not repeat them here and I will use in this judgment terms that I defined in the Liability Judgment.
In the Liability Judgment I found for the Claimant in relation to:
I) its claims against Mr Hadley, Mr Chapman-Clark, Pinnacle and Mr Lloyd, in relation to what I described as the Original Conspiracy;
II) its claims against Mr Hadley, in relation to bribery and conspiracy in relation to Trafalgar's investment in the CGrowth transactions;
III) its claim against CGrowth based on vicarious liability for bribery, dishonest assistance and unconscionable receipt and its claim for a declaration that the CGrowth bond purchase contracts are void for Mr Hadley's want of actual or apparent authority;
IV) its claims against Mr Hadley for breaches of fiduciary duty; and
V) its claims against Mr Chapman-Clark, Mr Lloyd, Pinnacle, Mr Thwaite and PPL for dishonest assistance and for unconscionable receipt.
I will call the Defendants that the Court has found have liability to the Claimant the “ Relevant Defendants”.
However, I found against the Claimant in relation to:
I) its claims against Mr Jones and Titan in relation to any unlawful means conspiracy (including what I described as the Original Conspiracy);
II) its conspiracy claim against Mr Wright and its claims against him of injury by unlawful means, dishonest assistance, and unconscionable receipt.
I noted that, in view of the complexity, and the elections available to the Claimant as to its remedies, the precise remedies and quantum under each established claim would need to be considered further. I suggested that arrangements for determining this should be considered at a consequentials hearing to be heard when practicable following the handing down of the Liability Judgment.
This hearing was originally timetabled for 29 and 30 June 2023, but it would seem that there was some misunderstanding whether all the parties who were still engaging with this action would be available for the second of these dates. With this in mind, I made an order that this hearing should take place on 29 June 2023 and providing that the purpose of the hearing should be:
I) to deal with matters consequential upon the Liability Judgment, and
II) if, but only if, the Court sees fit having regard to further representations to be received by the Court, to deal with the outstanding issues regarding quantum on which the Court has reserved judgment or failing that to give directions for the resolution of such matters.
As it transpires, we were able to deal most of the outstanding matters but needed to reserve some matters to a later date as I will explain below.
PAPERS RECEIVED MATTERS FOR DETERMINATION
Ahead of this hearing:
I) the Claimant provided a full skeleton argument, supported by a witness statement, a draft order, a bundle for the hearing and an authorities bundle, under which the Claimant sets out (amongst other things):
A) its proposals in relation to damages, including as to interest;
B) its submissions in relation to its own costs;
C) guidance for the Court, and I think also intended to assist the unrepresented Defendants, as to the considerations applicable for any party asking for permission to appeal or for a stay of execution.
II) Mr Hadley provided a short skeleton argument in which he set out in very broad terms his arguments for asking for permission to appeal and for a stay of execution as well as some representations as to the costs claimed by the Claimant;
III) Mr Jones provided an informal schedule of costs in support of an application for costs;
IV) Mr Wright provided a skeleton argument relating to costs supported by a witness statement and a schedule of costs on form N260.
V) the Claimant provided a further skeleton argument responding to the points raised by certain of the Relevant Defendants.
REPRESENTATION AT THE HEARING
At this hearing,
I) the Claimant was represented by Mr Higgo and Ms McRae;
II) Mr Hadley appeared for himself;
III) Mr Jones appeared for himself;
IV) Mr Thwaite appeared, remotely, for himself;
V) Mr Wright was represented by Mr Goodfellow but appeared himself, remotely, to represent CGrowth as its director;
VI) Mr Lloyd and Pinnacle were not represented: the counsel and solicitors supporting Mr Lloyd at the trial were no longer acting for him. Mr Lloyd was no longer answering emails from his previous address and the Court staff had not found any way to contact him;
VII) PPL was not represented: the Court had received notice from PPL that Mr Thwaite no longer represented PPL as PPL had progressed from a members' voluntary liquidation to a creditors' voluntary liquidation and would henceforth be represented by James Dowers and Mark Wilson of RSM UK restructuring advisory as joint liquidators;
VIII) Mr Chapman-Clark also was not represented: he had previously said that he was not going to undertake any involvement in the trial.
No party had made an application for an adjournment of the hearing and I saw no reason not to proceed with it.
MATTERS FOR DETERMINATION
The Claimant's legal team had originally produced a draft timetable suggesting how the Court should use the day. However, matters had moved on, and after hearing from the parties represented and having regard to the terms of the order, I determined that we should deal with matters in a different sequence, namely:
I) to deal with Mr Hadley's application for leave to appeal and his application for a stay of execution;
II) to deal with the quantification issues relating to the Claimant's claim;
III) to deal with the Claimant's claim for costs, except that the question whether the Claimant should be entitled to compound interest on pre-judgment damages should be reserved to another occasion;
IV) to deal with Mr Jones' claim for costs;
V) to determine directions for hearing Mr Wright's application for costs and the matter reserved regarding compounding of interest as soon as possible.
PERMISSION TO APPEAL
Mr Hadley had set out in his skeleton argument in a very broad way his arguments as to why he should have permission to appeal the findings made against him in the Liability Judgment. He based this on the proposition that the transcripts of the trial revealed “ a multitude of procedural failings; deliberate obstructions of vulnerable defendants and elements that may be perceived to give the impression of bias”.
Mr Hadley was asked to particularise these items.
The allegation of bias
Mr Hadley commenced with the question of bias, or perception of bias. He claimed that there would be other instances that he had not had time to particularise but at present was able to particularise only two matters.
The first related to a point early in the trial where he said that I, as trial judge, appeared to assume that there had been a number of complaints about Trafalgar. This appears in the transcript for Day 1. Mr Hadley considered that such an assumption was made without evidence. He had not considered however that I might have based my understanding on this point on materials in the hearing bundle that I had read before trial and he quickly moved on from this point.
The second point was that I had encouraged the Claimant to particularise its case as regards breaches of the general prohibition in FSMA and had allowed the Claimant to make a late amendment to its Particulars of Claim to explain these points. He contrasted this with my not encouraging or allowing an amendment to his pleadings to accommodate a pleading of contributory negligence.
I reminded Mr Hadley why I had encouraged and allowed the amendment to the Claimant's Particulars of Claim. This was because the Claimant had already cited breach of FSMA to support (as one of a number of strands) the illegality element in its claim for an unlawful means conspiracy. I considered that it would be in the interests of justice for the Claimant to particularise this point and amend its Particulars of Claim so that the Defendants would have a clearer idea of the allegations of illegality that were already present in the Claimant's pleadings but put more broadly. I had explained this in the Liability Judgment at [152]:
“Whilst Mr Higgo, for...
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Trafalgar Multi Asset Trading Company Ltd ((in Liquidation)) v James David Hadley
...judgment dealing with consequentials matters dated 20 July 2023 (reported as Trafalgar Multi Asset Trading Co. Ltd v Hadley and ors [2023] EWHC 1867 (Ch)) I dealt with: i) Mr Hadley's application for leave to appeal and his application for a stay of execution – I denied both applications; ......