Here I share some recent or common types of cases I’ve worked on across the world.
Deadlocked over dividends between partners
Dispute
Over the last 30 years, my client had built a very successful company selling niche equipment worldwide. Having no son of his own, he employed and over time, gave free of charge 50% shareholding in the company to his “quasi son” (Partner) being 30 years younger than him. No proper Shareholders Agreement was entered. When my client retired from the day-to-day management of the company and the Partner became the Managing Director, the Partner and my client became deadlocked over the question of dividends. Wanting to end the deadlock, my client offered to sell his shares to the Partner at £4.5 million. The Partner counter-offered £1.6 million. My client issued Letter before Claim for an application for unfair prejudice in accordance with Section 994 of the Companies Act 2006. This was rebutted by the Partner’s Letter of Response.
What I did
Being instructed on a direct access basis, I advised, drafted and assisted in the negotiation between the parties.
Result
A mediation is now scheduled for March 2023. I would hope that the parties can come to a settlement at the mediation, so as to avoid long and very costly proceedings.
Linking a commercial lease with construction contract
Dispute
My corporate client, the owner of an industrial building, was in negotiation with a subsidiary of a Hong Kong company for a long-term Commercial Lease. Prior to the subsidiary company (Tenant) taking possession of the building, the Tenant was to upgrade the building, among others, providing the building with new cladding.
What I did
As the Solicitors being instructed by the client did not have the required knowledge and expertise on Construction Law within their own law firm, they instructed me to advise, draft and assist in negotiating the Construction Contract to be entered between the Tenant and the construction company, and the provisions linking the commercial lease with the Construction Contract. I advised and drafted the JCT Construction Contract, together with Escrow Agreement, Collateral Warranties, and the linking terms between the Lease and the Construction Contract.
Result
I understand that the works have now been completed without any legal issue.
Winding-up petition dismissed
Dispute
My client, a limited liability company, was served with a Winding-up Petition for alleged debt of the petitioner company. The alleged debt was said to be for works and services carried out by the petitioner. My client disputed the debt on the grounds that the invoices were fabricated, alleged works and services had not been carried out, and no agreement had been entered by my client for such alleged works / services in any event.
What I did
I advised my client throughout, drafted my client’s witness statements and skeleton argument, and represented my client at the application hearing.
Result
At the hearing, the judge agreed with our submissions, dismissed the Winding-up Petition, found that the application was an abuse of process, and awarded my client costs on an indemnity basis.
Customer goes into liquidation and tries to get out of paying supplier for goods received
Dispute
For many years, my client, a wholesale and retail supplier for plumbing and kitchen equipment, had supplied goods to their corporate customer under agreed terms of credit. The financial obligations of the customer were secured by a Personal Guarantee of the customer’s director. The customer company went into voluntary liquidation. My client claimed outstanding payments of the customer from the director. The director argued that the signature under the Personal Guarantee was not his but had been copied and scanned without his knowledge and approved by the other director of the company and in any event, he was not in the office when the Personal Guarantee was purported to have been signed by him.
What I did
Being instructed by my client on a direct access basis, I advised my client throughout, drafted my client’s statements of case, directions, disclosure statements, witness statements and skeleton argument, and represented my client at the CCMC and the trial. Despite aggressive and threatening conduct from the opposite director and his legal representatives, we were able to establish at trial that the other director had not copied and/or scanned the director’s signature and indeed, the director was in the office on the date of the personal guarantee.
Result
My client was awarded the claimed sum, interest and costs on an indemnity basis.