guildhall commercial news 2 · negligence - freezing orders ... the creditor had standing to...
TRANSCRIPT
Team news
We are delighted to
announce a new member
of the Commercial Team.
Jennifer Newstead has
joined the Commercial
Team after the successful
completion of her pupillage.
She had a glittering
academic career at the
University of Nottingham
where she garnered a First
Class degree and an MA in
Nineteenth Century Culture
and Society. She now
intends to specialise in
commercial, insolvency and
property matters. She is
already attracting
admiration for her thorough
and confident advice.
Jennifer will be a valuable
addition at the junior end
of the Commercial Team.
Commercial News
Spring 2005
Welcome to the Guildhall ChambersCommercial Team Newsletter. This newsletterhas a new look in that it will feature both aregular Commercial Law Update as well asNeil Levy’s Banking Law Update.
In this issue the Commercial Update focuses
upon the changes wrought to insurance law
and practice as a result of general insurance
products coming within the regulatory domain
of the ever-expanding Financial Services Authority. Insurance
intermediaries, like mortgage intermediaries now require authorisation
by the FSA (or need to ally themselves with a principal authorised firm
as an appointed representative), if they are to continue in business.
Furthermore, the new Insurance Conduct of Business (ICOB) regime
introduces significant changes in substantive insurance law, including
important new rules on claims handling and a restriction on the
availability of non-disclosure where the insured is a retail customer.
Stefan Ramel considers the impact of the crucial decision of the House of
Lords on legal professional privilege in the Three Rivers litigation. This
formed part of the interlocutory skirmishing in this misfeasance claim
against the Bank of England in the fall out of the collapse of BCCI. The
trial itself now looks set to be the longest case in English legal history.
Few practitioners are satisfied with the incomplete restatement of
principle that emerged from the House of Lords.
Hugh Sims considers an important decision of the House of Lords on
contract damages considering the issues of remoteness and loss of a
chance. The case also proves that there is serious money in dog biscuits.
Ralph Wynne-Griffiths considers the impact of the Unfair Terms in
Consumer Contracts Regulations on adjudicators and their right to their
fees in construction disputes. We also consider the impact of a significant
recent Court of Appeal case on private law restitutionary claims for the
recovery of overpaid tax.
If you have any observations or queries arising from this newsletter,
please do not hesitate to contact me or either of the clerks for the
Commercial Team – Justin Emmett and Heather Mings.
Gerard McMeel
www.guildhallchambers.co.uk
2
Negligence - investment advice
A bank retained to make recommendations
to the claimant on its investment portfolio
was not liable in negligence for failing to
advise that the portfolio was too risky in
circumstances where the claimant was an
expert investor which took responsibility for
accepting or rejecting any advice given. Nor was it the bank’s duty to
stop the claimant from taking risk or trading beyond the agreed
investment objectives, providing it was satisfied that the claimant
knew what it was doing. Valse Holdings SA v Merrill Lynch
International Bank Ltd [2004] EWHC 2471 (Comm) (3.11.04).
Negligence - freezing orders
A bank which received notice of a freezing order relating to a
customer’s assets but later allowed money to be paid away by the
customer, could be liable for damages in negligence to the claimant
which had obtained the freezing order if the claimant had been
unable to enforce judgments subsequently obtained against the
customer. Even if the bank might not be thought to have assumed
any responsibility when given notice of the freezing order,
assumption of responsibility is not always a necessary ingredient for
there to be a duty of care Commissioners of C&E v Barclays Bank plc
[2004] EWCA Civ 1555 (22.11.04).
Mortgages - duties when selling
Even if a mortgagee or receiver which has decided to sell owes a duty
not to reject an obviously favourable proposal by the debtor to buy
parts of the mortgaged property, this duty could not require a
mortgagee to agree to an arrangement which would have involved
releasing part of its security without receiving payment of a
substantial part of the secured indebtedness. In any event, the
proposal was nothing more than an outline proposal, not an offer
capable of acceptance. Lloyds TSB Bank plc v Cassidy [2004] EWCA
Civ 1767 (1.12.04).
A bank sold mortgaged property on terms that further sums would
be paid if the purchaser obtained residential planning permission.
After taking advice from a valuer, the bank agreed to vary the
original payment terms. The advice was negligent. The bank lost a
2:1 chance of receiving a much higher sum when residential
planning permission was granted so the bank was entitled to recover
from the valuer two thirds of the sum it would have received but for
the variation. The bank owed a duty to a surety to take reasonable
steps to preserve and enforce the original terms and was liable to the
surety for the negligence of its agent. The surety was therefore
entitled to credit for an equivalent sum. Francis v Barclays Bank plc
[2004] EWHC 2787 (Ch) (7.12.04).
Joint accounts - ownership of funds
A finding that a joint bank account of an unmarried couple, on
which either could draw, had been established for their ‘joint
benefit’ did not necessarily mean that each had a beneficial interest
in the funds in the account. The finding was equally consistent with
one of the parties having no beneficial interest in the money until
she actually exercised her right to draw upon it. Until then the
money belonged to the other party and, as between the two of them,
he was entitled to terminate the other party’s right at any time.
Stoeckert v Geddes [2004] UKPC 54 (14.12.04).
Administration orders - abuse of process
Since there was no contractual restriction or estoppel preventing a
creditor from making demand for repayment of on-demand
facilities, the creditor had standing to petition for an administration
order to be made in relation to the debtor company. The fact that
the creditor’s aim was to secure a sale to a new company of the
debtor company’s shareholding in a subsidiary, did not make the
petition an abuse of process. The administrators would be bound to
take all necessary steps to ensure that any potential bidders for the
shares were aware that they were on the market and to encourage
them to make the highest bid they could. Re British American Racing
(Holdings) Ltd [2004] EWHC 2947 (Ch) (16.12.04).
Mortgages - sale to an associate
Where a mortgagee sold a repossessed property to an associated
company after 3 months of taking possession, the burden was on it
to satisfy the court that a proper sale price had been obtained. In the
absence of such evidence, the mortgagee was entitled to claim from
the mortgagor only the difference between the outstanding
mortgage at the date of sale and the price which would have been
obtained if it had performed its duty, making allowance for
additional interest which would probably have accrued over a
longer marketing period, and the costs of sale which had been
avoided by selling to the associate. Mortgage Express v Mardner
[2004] EWCA Civ 1859 (17.12.04).
Guarantees - mitigation
Where there is an on-demand guarantee which can be called upon
at any time, there is no duty to mitigate loss by awaiting the
outcome of a receivership before calling upon the guarantee.
Barclays Bank plc v Aviss, QBD (20.12.04).
Title to sue - whether debt assigned
A creditor was not entitled to summary judgment against a surety
when there was doubt whether the creditor had lost its title to sue
by assigning its rights to a third party. Even if the assignment might
have been in breach of a contractual restriction on assignment, that
would not necessarily cause the assignment to be ineffective and
void. The extent to which the court was entitled to use extrinsic
evidence to identify the correct name of the surety was also doubtful
and summary determination was not appropriate. Dumford Trading
AG v OAO Atlantrybflot [2005] EWCA Civ 24 (26.1.05).
Breach of confidentiality - damages
If loss of repeat business is a reasonably foreseeable consequence of
breach of confidentiality by a bank, damages should be awarded for so
long as, on the facts, the chance of losing repeat business was not too
speculative to justify an award. Jackson v Royal Bank of Scotland [2005]
UKHL 3 (27.1.05) considered in detail on page 8 by Hugh Sims.
Banking law update
3
Agreement to grant charge - constructive trust
An agreement that “you may place a charge in the sum of £100,000
… over the property shown above” did not purport to create an
immediate charge but was an agreement to create a charge. As such
it was unenforceable because it was not signed by both parties. But
since the claimant had been encouraged by the defendant to believe
that the advance would be secured on the property, the agreement
could be relied upon as giving rise to a charge over the property by
way of proprietary estoppel and/or constructive trust. Kinane v
Mackie-Conteh [2005] EWCA Civ 45 (1.2.05).
Payment by mistake - tax
If the Revenue demands and a taxpayer pays too much tax, the
taxpayer’s claim to recover the over-paid amount is not an ordinary
common law claim to recover money paid by mistake. If the
demand was lawful, the over-paid amount is recoverable under tax
legislation. If the demand was unlawful, the over-paid amount is
recoverable under the restitutionary principle established in
Woolwich v IRC (1992) which is not founded on mistake, so time
normally starts running for Limitation Act purposes when the
payment is made, not when the taxpayer discovers the mistake. IRC
v Deutsche Morgan Grenfell [2005] EWCA Civ 78 (4.2.05), considered
in detail on page 11 by Gerard McMeel.
CCA - unenforceability
A pawnbroker made a series of credit agreements, taking articles in
pawn as security. Each agreement repaid and re-financed an earlier
agreement. A number of the agreements were unenforceable for
failure to comply with the Consumer Credit Act 1974, and by s 106
the pawnbroker became obliged to repay to the debtor sums paid
“on realisation of the security”. This was held to include the sums
treated as paid by the debtor to realise the pawn on each separate re-
financing, even if giving credit for those sums might leave the debtor
with “a clear profit”. Wilson v Howard [2005] EWCA Civ 147 (4.2.05).
Invalid receivership - interference with contracts
Receivers who were invalidly appointed over a company’s assets
might be liable in trespass or conversion, but they could not be
liable for wrongful interference with the company’s contracts
because any interference by them in the company’s contracts had
not been with the intention of hindering performance of the
contracts. OBG Ltd v Allan [2005] EWCA Civ 106 (9.2.05).
Insolvency petitions - limitation period
Although a winding-up or bankruptcy petition is a proceeding in a
court of law, it is not part of the process of execution, nor is it an
action on a judgment to which a six year limitation period applies
(s 24 Limitation Act 1980). A judgment creditor can therefore
present such a petition and prove in the bankruptcy or liquidation
more than 6 years from the date of the judgment and the decision
to the contrary in Re a Debtor (1997) was wrong. Ridgeway Motors
(Isleworth) Ltd v Alts Ltd [2005] EWCA Civ 92 (10.2.05).
Disclosure - Data Protection Act
The relevant time for determining whether information is data
within the DPA 1998 is the time of the request for disclosure. If at
that time the information is contained in documents in unstructured
bundles, the fact that it could readily be turned into digital form does
not make it personal data within the DPA. In any event, documents
concerning loans to a company did not constitute personal data of
the company’s former director, even if he was mentioned in them.
Smith v Lloyds TSB Bank Plc [2005] EWHC 246 (Ch) (23.2.05).
Administrative receiver - invalidappointment
Board members had standing to challenge as invalid the
appointment of administrative receivers over an LLP’s assets. The
appointor could not bring itself within the exception to the
prohibition on post-Enterprise Act 2002 administrative
receiverships. The LLP was not a ‘financed-project’ company within
s 72E since it was not expected to borrow at least £50m and the
power to appoint a receiver did not amount to ‘step-in-rights’.
Feetum v Levy [2005] EWHC 349 (Ch) (5.1.05).
Informal loan - repayment
Loans made informally by parent to child with no term for repayment
other than ‘when you can afford it’ were impliedly repayable on
demand. Daniels v Lewis [2005] EWHC 473 (QD) (23.3.05).
Neil Levy
Some key dates
16.12.04 Consumer Credit Bill introduced into the House of
Commons: www.dti.gov.uk
21.12.04 OFT announces it is to appeal the High Court ruling
in OFT v Lloyds TSB Bank plc & others [2004]
EWHC 2600 (Comm): www.oft.gov.uk
24.2.05 Law Commission final report on Unfair Terms in
Contracts published: www.lawcom.gov.uk
25.2.05 DTI Consultation paper on a proposed European
Consumer Credit Directive published: www.dti.gov.uk
1.3.05 New Banking Codes come into force: www.bba.org.uk
3.3.05 Third reading of Consumer Credit Bill: www.dti.gov.uk
1.4.05 Insolvency (Amendment) Rules 2005 (SI 2005/527)
came into force: www.insolvency.gov.uk
1.4.05 DTI announces that The Consumers Association has
been designated as an enforcement body under s
213 Enterprise Act 2002: www.dti.gov.uk.
12.4.05 Second reading of Consumer Credit Bill in the
House of Lords: www.dti.gov.uk.
26.4.05 Provisional listing date for hearing of In Re
Spectrum Plus Ltd in the House of Lords.
4
Commercial law updateInsurance Conduct of Business rules
In this article we consider the major changes to
insurance law and regulation effected by ICOB:
the Insurance Conduct of Business regime.
Until 2005 general insurance, whilst subject to
licensing requirements and prudential
regulation, remained largely unregulated in
terms of how its products could be promoted
and sold. It remained largely a matter of the
common law of contract, together with the
rules of agency, overlaid with some doctrines peculiar to insurance.
For example, it is notorious that the law of non-disclosure is peculiar
to insurance contracts and is remarkably biased in the insurer’s favour.
What is most surprising, with twenty first century perspective, is how
the English law of insurance is almost all about the duties of the
(would-be) insured. There is little on the duties of insurers.
However as of 14 January 2005 the English law and practice on
insurance changed dramatically through the exercise of rule-making
powers conferred on the Financial Services Authority (FSA) under the
Financial Services and Markets Act 2000.
A brief flirtation with continued self-regulation in the shape of the
General Insurance Standards Council (GISC), had quickly run into a
competition law quagmire.
In consultations the FSA identified eight very broadly defined
potential problems:
• Unsuitable cover
• Poor value policies
• Consumers do not buy a product they need
• Poor claims handling
• Lack of appropriate redress
• Administration problems
• Financial failure of intermediaries
• Financial crime.
In the particular context of claims handling the Financial Ombudsman
Service (FOS) informed the FSA of the following specific problems:
• Customers having to request a claim form a number of times
before actually receiving one
• Apparently unnecessary delays in the claims handling process
• Customers not understanding why they are being offered less than
the amount claimed
• Claims not being handled fairly.
ICOB now nestles in Block 2 of the FSA Handbook, sandwiched
between COB (for investment business) and Mortgages or MCOB.
This is a brand new code governing in often tedious detail the way in
which insurers and intermediaries are permitted to go about their
business of promoting, forming and performing (or not) their
contracts of insurance. Probably the main driving force behind ICOB
is the need to implement the clumsily titled Insurance Mediation
Directive (IMD) (mediation meaning agency here).
The playersOn the professional side of the equation, an insurance intermediary is afirm carrying on insurance mediation activity. Insurance mediation isdefined by reference to the Directive as involving the activities of:
“introducing, proposing or carrying out other work preparatory to the
conclusion of contracts of insurance, or of concluding such contracts, or of
assisting in the administration and performance of such contracts, in
particular in the event of a claim.”
The Handbook further defines “insurance mediation activity” asdealing as agent, arranging deals, making arrangements with a view totransactions, assisting in the administration and performance ofcontracts, and advising in respect of contracts of insurance and rightsthereunder, together with agreeing to carry on any of the above.
Whilst the European initiatives only required the new standards to beimposed on insurance intermediaries the UK government has takenthe view that the same regime should apply to insurers acting as directproduct providers.
As with COB, exempt professional firms remain semi-detached fromthe FSA’s remit so long as their insurance intermediary activities remain“non-mainstream”.
In contrast to COB’s needlessly complicated triple hierarchy (ofmarket counterparty, intermediate customer and private customer),ICOB is content with a twofold distinction between retail customersand commercial customers. The Handbook Glossary defines for thepurposes of ICOB “retail customer” as: “an individual who is actingfor purposes which are outside his trade, business or profession.” A“commercial customer” is simply defined negatively and residually asnot being a retail customer.
“Customer” in ICOB embraces all policyholders and prospectivepolicyholders. Where there is any doubt as to status the defaultposition is that of retail customer.
The productsThe subject-matter of ICOB is “non-investment contracts” whichmeans: “a contract of insurance which is a general insurance contractor a pure protection contract”.
Examples of the latter include critical illness cover, accident andsickness cover and most private medical insurance.
ICOB has only limited application to large risks cover for commercialcustomers within the EEA.
General rules
Clear, fair and not misleading communicationAn important provision of the ICOB 2 is the requirement to communicateto a customer in a way which is clear, fair and not misleading. Itapplies to customers, whether a retail or a commercial customer.
Financial promotionThe principal rules relating to the form and content of financialpromotions by authorised persons are to be found in ICOB 3.8. Mostbasically a firm must be able to show that “it has taken reasonablesteps to ensure that a non-investment financial promotion is clear, fairand not misleading.”
5
Advising and selling standardsICOB 4 contains a highly prescriptive regime as to how insurancebusiness may be written in the future. It generally applies in likemanner to renewals. The rules apply both to intermediaries andinsurers when acting as direct product providers. A major shaping forceof the regime is articles 12 and 13 of the IMD. The general purpose isto ensure customers are adequately informed about the nature of theservice received and that where a personal recommendation is receivedit is suitable for the customer’s demands and needs. Therefore we nowhave a “suitability” or full-blown “advice” regime for general insurance,which of course raises the prospect of mis-selling.
Status disclosureICOB 4.2 generally requires an insurance intermediary or insurer todisclose its regulatory status and details of its holding in, or of itsbeing held by, other insurance companies. This information mustusually be provided prior to conclusion of the contract (althoughprovision is made for quick quotes). The information must be in adurable medium. Crucially it must disclose whether it has provided orwill provide advice or information:
• on the basis of a fair analysis of the market
• from a limited number of insurers
• from a single insurer.
That is, is it tied, multi-tied, independent or a direct provider. Furtherinformation is required including details of the FOS and the FinancialServices Compensation Scheme (FSCS). An intermediary cannot holditself out as offering a fair analysis unless it has considered a sufficientlylarge number of available policies.
“Know your customer”An intermediary has a duty to seek out information from the customerabout his circumstances and objectives relevant to identifying hisrequirements. This includes any existing insurance.
SuitabilityWhere a personal recommendation is offered to any customer underICOB 4.3 it must be suitable for that customer’s demands and needs.Suitability is curtailed by reference to the scope of duty undertaken,that is the service which the intermediary can offer as a result of itsstatus. In assessing suitability the intermediary must at least consider:
• whether the level of cover is sufficient
• cost
• the relevance of any exclusions, excesses, limitations or conditions.
A “statement of demands and needs” must ordinarily be provided ina durable medium before the conclusion of the contract setting outthose needs, and where a personal recommendation has been made“explains the reasons for personally recommending that contract”.
Charges and commissionsThe FSA has given itself a jurisdiction over excessive charges.
A rule provides that commission disclosure must be given to a
commercial customer who requests it. Guidance warns that this does not
purport to replace the general law of fiduciary obligations.
Controversially there is no such rule for the benefit of retail customers.
Product disclosureICOB 5 legislates a highly detailed regime of product disclosure. A
specific rule provides that the policy document must contain all the
contractual terms and conditions.
CancellationICOB 6 extends to retail customers a “cooling off period” by providing
the right to cancel most general insurance and pure protection
contracts. The relevant periods are 14 days for the former and 30 days
for the latter type of policy.
Claims handlingThis is defined in the Handbook Glossary as “carrying out the contract”.Detailed rules are provided in ICOB 7 for handling retail customers’claims, and a less onerous regime for commercial customers. The aim isthat claims are both handled fairly and settled promptly. Furthermore,intermediaries are required to disclose and manage any conflicts ofinterest. A rule requires the insurer to provide all customers withreasonable guidance to help them make a claim. Critically all customersare entitled to have claims handling carried out “promptly and fairly”.Furthermore both retail and commercial customers are beneficiaries ofa rule that an insurer must not “unreasonably reject a claim”. Retailcustomers gain greater protection, as described in the next section.
Retail customers are entitled to prompt response to notification of aclaim. Guidance suggests that normally means within five businessdays. Lastly, the retail customer is entitled to be told as soon aspracticable as to whether his claim is accepted or rejected.Furthermore the insurer must explain the reasons for any (partial)rejection of a claim.
Turning to settlement, retail customers are entitled to promptpayment of a claim. Guidance suggests that normally means withinfive business days.
Non-disclosure and misrepresentationIn the course of investigating the customer’s needs there is now anexpress duty for the intermediary to explain to the customer his dutyto disclose all material circumstances, the consequences of non-disclosure and the intermediary must take account of the disclosedinformation. Guidance suggests the particular examples of existingmedical conditions in the context of private medical insurance andmodifications to vehicles in the context of motor insurance.
Most crucially, ICOB 7 on claims handling provides that insurerscannot unreasonably reject any claim. The protection for retailcustomers goes further. The FSA has implemented its proposal toincorporate the Association of British Insurers’ Statements of Practice inits claim handling rules. These were said to remove the “harshconsequences of strict interpretation of contract law” in this field.Presumably the FSA was referring to the harsh all-or-nothingconsequence of avoidance or some other defect of non-disclosure.Unfortunately they are no more precise than that. Accordingly in theretail field an insurer must not:
“except where there is evidence of fraud, refuse to meet a claim madeby a retail customer on the grounds:
a of non-disclosure of a fact material to the risk that the retailcustomer could not reasonably be expected to have disclosed;
b of misrepresentation of fact material the risk, unless themisrepresentation is negligent;
c in the case of a general insurance contract, of breach of warrantyor condition, unless the circumstances of the claim are connectedwith the breach….”
Given that these rules are actionable if broken, this is a massivelegislative reform of the English law of non-disclosure and probablydeserves more of a fanfare than it has been given.
Insurance intermediariesA rule requires intermediaries to act with due care, skill and diligencewhen acting for a customer (retail or commercial) in relation to aclaim. More critically there is a clear regulatory requirement to avoidconflicts of interest in the claims process for all customers. This is adirect intervention in the problem area where brokers who theinsured’s agent when placing cover purport to switch sides and act asagent of the underwriter in the claims process.
Gerard McMeel
Introduction
BCCI opened for business in London in
1972. By 1991, BCCI had presented a
petition for the appointment of a liquidator
in view of its massive excess of liabilities over
assets. Bingham LJ (as he then was) chaired a
subsequent inquiry into the collapse of
BCCI, including a review of the Bank of
England’s (BoE) role in BCCI’s demise.
BoE established an internal unit, the Bingham Inquiry Unit (BIU),
to handle all communications between the Bank and its lawyers
(Freshfields and counsel) on issues relating to the Bingham inquiry.
The inquiry’s report was published in October 1992. Shortly
thereafter, the liquidators of BCCI – Deloitte & Touche – and its
creditors issued a writ against BoE claiming misfeasance in a public
office. That action, the trial of which started in January 2004 before
Tomlinson J, triggered a number of disclosure applications that
raised issues of legal professional privilege.
First disclosure application
In October 2002, the claimants sought disclosure of all
communications passing between non-BIU employees of BoE and
Freshfields/counsel. When the disclosure application reached the
Court of Appeal in April 20031, it was held that the only documents
over which legal professional privilege could be claimed were
communications between the BIU and Freshfields/counsel seeking or
giving legal advice. Only those members of the BIU were to be treated
as Freshfields’ client. Documents produced or received by employees
of BoE not members of the BIU were to be treated, for the purposes
of legal professional privilege, as if they had been produced by third
parties – they were therefore not privileged. BoE’s petition to the
House of Lords for leave to appeal was refused. Disclosure has since
been made in accordance with the Court of Appeal’s decision.
Second disclosure application
In August 2003, the claimants made a further discovery application.
The application related to documents passing between the BIU and
Freshfields/counsel. The claimants argued that any document which
was created for the purpose of obtaining advice as to putting relevant
factual material before the inquiry in an orderly and attractive fashion
was not a document in relation to BoE’s legal rights and obligations
and so could not attract privilege. Tomlison J, at first instance, found
for the claimants. The Court of Appeal upheld his finding2. This second
disclosure application found its way to the House of Lords. On 29 July
2004, the Appellate Committee (Lord Scott, Lord Rodger, Baroness
Hale, Lord Carswell and Lord Brown) indicated that BoE’s appeal
would be allowed. Their Lordships gave reasons in November 20043.
Issues in the House of Lords
The Law Lords were at pains to emphasise the narrow scope of the
issue that arose for their consideration. They confined their analysis
to the question of whether or not communications between the BIU
and Freshfields/counsel “relating to the content and preparation of
the so-called overarching statement submitted on behalf of the Bank
to the Bingham Inquiry qualify for legal professional privilege”4.
In view of the Court of Appeal decision on the first disclosure
application in relation to the proper identity of a “client” and the
statement in the Court of Appeal decision on the second disclosure
application that “where, however, litigation is not anticipated it is
not easy to see why communications with a solicitor should be
privileged”5, the Law Society, the Bar Council and the Attorney-
General all sought and received permission to intervene by way of
written submissions. The Law Society was particularly keen for the
House of Lords to clarify the approach to be adopted in determining
whether a communication between an employee and his employer’s
lawyers should be treated as a communication between lawyer and
client for legal advice privilege.
Legal advice privilege
Lord Scott and Lord Carswell gave the leading speeches in the House
of Lords. Their Lordships, after reviewing the public policy reasons
for which legal advice privilege existed, were required to determine
the proper scope of “legal advice” for privilege purposes. In
particular, was it, as stated by Lord Phillips of Worth Matravers MR
in the Court of Appeal, to be defined as “advice in relation to the
law” or was it advice given by a lawyer. As will be seen, the Law
Lords appeared to favour the latter.
Both their Lordships relied on a statement by Taylor CJ in Balabel v Air
India6, which is worth reproducing here: “legal advice is not confined
to telling the client the law; it must include advice as to what should
prudently and sensibly be done in the relevant legal context.” Their
lordships placed particular emphasis on “the relevant legal context”.
Lord Carswell, at paragraph 114, stated that “the work of advising a
client on the most suitable approach to adopt, assembling material
for presentation of his case and taking statements which set out the
relevant material in an orderly fashion and omit the irrelevant is to
my mind the classic exercise of the lawyer’s skills.”
Lord Scott stated, at paragraph 44, that “the skills of professional
lawyers when advising a client what evidence to place before an
1 Three Rivers District Council v Governor and Company of the Bank of
England (No. 5) [2003] QB 1556.
2 Three Rivers District Council v Governor and Company of the Bank of
England (No. 6) [2004] QB 916.
3 Three Rivers District Council and others v Governor and Company of
the Bank of England (No. 6) [2004] UKHL 48, [2004] 3 WLR 1274.
4 Lord Scott, para. [2].
5 Three Rivers District Council v Governor and Company of the Bank of
England (No. 6) [2004] QB 916: Lord Phillips MR, para. [39].
6 [1988] Ch. 317, 330.
Legal professional privilegein the House of Lords
6
inquiry and how to present the client and his story to the inquiry in
the most favourable light are, in my opinion, unquestionably legal
skills being applied in a relevant legal context”.
“In relation to legal advice privilege, what matters today remains the
same as what mattered in the past: whether the lawyers are being
asked qua lawyers to provide legal advice”, is the lawyer being asked
to “put on legal spectacles when reading, considering and
commenting on drafts”, observed Lord Rodger.7
Their Lordships have identified the scope of legal advice privilege with
clarity. In the event, the documents passing between the BIU and
Freshfields/counsel for the purposes of presenting BoE’s case to the
Bingham Inquiry were privileged from disclosure. Whilst their
Lordships’ clarification of the policy reasons and scope of legal advice
privilege has been welcomed, it is also important to draw attention to
the analysis that their Lordships deliberately omitted to embark on.
When is an employee a client of hisemployer’s lawyers for privilege purposes?
Their Lordships declined to express a view on the issue of when an
employee is a client of his employer’s lawyers. Lord Scott gave the
principal reasons for declining to analyse this issue8. These included
that any views expressed by their Lordships would not be binding
and that the judgment of the Court of Appeal on the first disclosure
application would continue to be the binding precedent. Lord Scott
was careful to point out that “nothing that I have said should be
construed as either approval or disapproval of the Court of Appeal’s
ruling”9. In a slightly differently worded statement, Lord Carswell,
after agreeing with Lord Scott’s reasons for not expressing an
opinion on this point, said “I am not to be taken to have approved
of the decision in Three Rivers (No 5), and I would reserve my
position on its correctness”10.
The decision not to comment on this issue has been met with little
enthusiasm and decried as a missed opportunity in some quarters11.
The position of corporate entities, which act solely through their
officers/employees is now uncertain. Solicitors advising corporate
entities will need to exercise a good deal of care in determining the
precise identity of their clients within the corporation if they are to
avoid having to make disclosure of documents which have been
communicated by/to non-client employees of the corporation.
Conversely, it is likely that this grey area will also play into the hands
of those litigating against corporations and who could now seek
wider disclosure of documents that were thought to be privileged.
Litigation privilege
Litigation privilege protects all communications between parties,
their solicitors and third parties made for the sole or dominant
purpose of obtaining information or advice in connection with
existing or contemplated adversarial litigation12. It is apparent from
the speeches of their Lordships that litigation privilege was the focus
of some argument during the course of the appeal even though issues
as to litigation privilege did not arise for decision in the appeal.
Nevertheless, in an interesting development, Lord Scott took the
opportunity of commenting on the interplay between litigation
conducted under the Civil Procedure Rules and litigation privilege,
when he stated at paragraph 29, that “civil litigation conducted
pursuant to the current Civil in re L [1997] AC 16 warrants, in my
opinion, a new look at the justification for litigation privilege. But
that is for another day”. Those comments were mirrored by Lord
Rodger when he stated that “the ethos of the new system of civil
procedure in England and Wales, and of the more limited changes
in civil procedure in Scotland, may also have a bearing on the
question. Consideration of the issue must, however, await a case
where the matter arises for decision”.13
Conclusion
The House of Lords decision in Three Rivers District Council and others
v Governor and Company of the Bank of England (No. 6) has clarified
the policy reasons that underpin legal advice privilege as well as the
scope of that privilege. However, the decision did not resolve issues
which had by then arisen as a result of the Court of Appeal’s decision
in Three Rivers District Council and others v Governor and Company of the
Bank of England (No. 5) as to the manner in which one should
determine the identity of a law firm’s client for legal advice privilege
purposes. This deliberate omission will place some strain on
corporate clients and those advising them. Finally, their Lordships
implicitly questioned the justification of litigation privilege in the
context of the new ethos of the CPR. Some certainty has been gained
from this decision, but some certainty has also been sacrificed.
Stefan Ramel, Pupil Barrister
7 Paras [58] and [60] respectively
8 See para. [47] of Lord Scott’s speech.
9 See para. [48] of Lord Scott’s speech.
10 See para. [118] of Lord Carswell’s speech.
11 Three Rivers runs deep?, New Law Journal, 19 November 2004,
p.1709; Three Rivers: comfort or missed opportunity?, New Law
Journal, 26 November 2004, p.1750; and Privilege: how a River
runs through it, Law Soc Gazette, 2 December 2004
12 See Lord Carswell’s useful synopsis at para. [102].
13 Para [53]
7
1 As clarified in Victoria Laundry (Windsor) Ltd. v. Newman Industries
Ltd [1949] 2 K.B. 528; The Heron II (Koufos v. C. Czarnickow Ltd)
[1969] 1 A.C.350; Parsons v. Uttley Ingham & Co.Ltd [1978] Q.B.
791 and Brown v. KMR Services Ltd [1995] 4 All E.R. 598.
2 [2005] UKHL 3
3 [2000] EWCA Civ 203
4 In accordance with Allied Maples Group Ltd v Simmons & Simmons
[1995] 1 WLR 1602
Jackson v Royal Bank of Scotland [2005] UKHL 3 and Hadley v Baxendale
Two rules, one principleIntroduction
The remoteness rules for damages arising
from breach of contract are set out in the
well-known case of Hadley v Baxendale
(1854) 9 Exch 341, 3541. The House of Lords
revisited these rules in Jackson & Another v
Royal Bank of Scotland2 in the context of a
breach of confidence claim for the loss of
chance of profits. The House of Lords set
aside the decision of the Court of Appeal3 and restored the decision
at first instance, concluding that the Court of Appeal had
‘misunderstood the effect’ of the rules set out in Hadley v Baxendale
said to be ‘familiar to every student of contract law’! The decision
contains a helpful analysis of the rules as to remoteness. Properly
analysed, there is one underlying principle governing remoteness. In
defence of the Court of Appeal decision, it is suggested below that
there might have been an alternative ground for justifying, in part,
the approach taken by them.
The facts
Mr Jackson and his partner were trading under the name of Samson
Lancastrian (“Samson”). Samson was an importer of pet food
products from Thailand. Its principal customer in the UK was
another business partnership called “Economy Bag”. The partners in
Economy Bag were Mr Taylor and Mr Holt. They were in the
business of supplying dog chews. By 1990 they decided they would
outsource the packaging operation and obtain the dog chews in pre-
prepared packs bearing the Economy Bag name, and they were
introduced to Samson for that purpose. Economy Bag agreed to do
business with Samson by means of transferable letters of credit. One
advantage of this system, as far as Samson was concerned, was that
it enabled the mark-up it applied to purchases from its supplier in
Thailand, Pet Products Ltd (“Pet Products”), to be concealed from
Economy Bag. Business was successfully conducted between Samson
and Economy Bag from 1990 to March 1993.
Both Samson and Economy Bag banked with the Royal Bank of
Scotland (“the Bank”). In error, on the 15 March 1993, the Bank
sent a completion statement and other documents, including the Pet
Products’ invoice disclosing the mark-up applied by Samson, to
Economy Bag instead of Samson. The mark-up applied on this
contract was 19%. Mr Taylor of Economy Bag was angry at the size
of the mark-up and decided to cut Samson out of any new contracts,
instead importing the goods direct from Pet Products. Samson was
not able to survive the loss of business as a result and it ceased
trading. It issued proceedings against the Bank for the lost of chance
of profits to be gained from Economy Bag had the breach of
confidence not occurred.
The decision at first instance
The contract between Samson and the Bank was said to contain an
implied undertaking by the Bank not to disclose to Economy Bag any
of the documents relating to its purchase of goods from Pet Products.
HH Judge Kershaw QC held the Bank was in breach of confidence by
disclosing to Economy Bag the invoice by Pet Products to Samson
and that this disclosure revealed the mark-up applied, which caused
Economy Bag to cease trading with Samson. He held that there was a
significant chance that Samson’s trading relationship with Economy
Bag would have continued for another four years but in view of the
uncertainties involved he applied a percentage for the loss of chance4
and increased the percentage deduction year by year. He awarded
damages in the sum of US$124,500.
The Court of Appeal decision
In the Court of Appeal Potter LJ, with whom Nourse LJ and Ferris J
agreed, concluded that there was no sufficient basis for awarding loss
of profits for a four year period. He stated the judge should have
focused on the Bank’s limited knowledge at the date of breach and
ought to have concluded that the Bank could reasonably foresee loss of
profits only in the near future. The Court of Appeal accordingly
concluded that the damages claim should be limited to a period of one
year from the date of the breach, reducing the award to US$45,000.
The House of Lords
Lord Hope, who gave the leading opinion in the House of Lords,
stated that the Court of Appeal made two errors in the assessment of
damages. The first error in principle was the statement that the issue
was the Bank’s knowledge at the date of breach. For breach of contract
cases, as opposed to breach of tortious duties, the important date is
the date when the contract was made, not when the breach occurred.
The underlying reason for that distinction is that it is assumed that the
contract breaker had an opportunity to seek to limit or define his
liability when the contract was entered into. The risk was assumed at
the date of contract and accordingly it is knowledge at the date of
contract which applies. This error was somewhat technical in that the
date of contract and date of breach were only two months apart, but
it was nevertheless important since it demonstrated that the Court of
Appeal had started off on the wrong footing.
8
The second error was said to flow from the first. The period for loss
of profits was not to be constrained by reference to knowledge at the
date of contract since that test applied to whether or not the kind of
loss suffered was foreseeable. In the absence of any specific temporal
limitation in the contract, once it has been concluded that the kind
of loss suffered was reasonably foreseeable at the date of contract,
then the limit on the period of liability is constrained only by the
question of whether any loss sustained has become too speculative
to justify the making of an award. There was no such limitation in
the contract between the Bank and therefore the judge’s decision at
first instance should be restored.
The House of Lords also detected some errors in the judge’s analysis
of the evidence when deciding the period for the award. The
observations of the Lords suggest that they considered the first
instance decision was over generous to the claimant; its position was
a precarious one since Economy Bag knew the identity of Pet
Products and it was only a matter of time before Economy Bag
would have taken steps to examine the position with Pet Products.
However they did not consider the errors justified sending the
matter back to the judge for a further hearing, and decided justice
would be best served by re-instating his award.
Commentary
The opinions of Lord Hope and Lord Walker provide a concise
restatement of the remoteness rules. In particular, their opinions
emphasise that, properly understood, there is only one underlying
principle as to remoteness for damages flowing from breach of contract.
The Hadley v Baxendale rules as to remoteness are as follows:
“Where two parties have made a contract which one of them has broken,
the damages which the other party ought to receive in respect of such
breach of contract should be such as may fairly and reasonably be
considered either arising naturally, ie according to the usual course of
things, from such breach of contract itself, or such as may reasonably be
supposed to have been in the contemplation of both parties, at the time
they made the contract, as the probable result of the breach of it.”
The first rule is the ordinary rule; everyone is taken to know the
usual course of things arising from the breach of contract. However,
as Lord Walker stated (at para [46]), the first rule begs the question;
since it makes the damages recoverable depend on how the breach
of contract is characterised. The appropriate characterisation
depends on the terms of the contract and the business context. The
first rule, therefore, is really one incident of the second rule which
provides the general principle; namely, recoverable damages are
constrained by what the contract breaker knew or must be taken to
have known about the contract, and the background ‘matrix of fact’,
so that he would, or should, have realised that such loss was not
unlikely to result from the breach of contract, so as to make it
proper to hold that such loss was within the reasonable
contemplation of the parties.
The second point to note from the restatement of the rules as to
remoteness of damages for breach of contract is that the date for
examination of the knowledge of the parties is the date of contract
not the date of breach. The Court of Appeal erred in this respect.
However, it is possible to justify the approach taken by them,
namely to take the date of breach as being the relevant date, on the
ground that duties of confidence are ‘sui generis’ and have an
underlying equitable basis. Arguably they have more in common
with a tortious breach of duty than breach of contract, and
accordingly date of breach is the more appropriate date to consider
when assessing the amount of damages to recover5. There does not
appear to have been any discussion of this point in the House of
Lords, it being assumed that the duty of confidence was a term to be
implied in the contract (a finding of the judge at first instance,
which was not challenged on appeal). It should be noted that
ordinarily such an argument would work in favour of the claimant,
since it is expected that the extent of the defendant’s knowledge will
have increased in the period between the date of contract and date
of breach. In some cases, therefore, care should be taken to consider
at the outset whether there will be an advantage in characterising the
claim as arising out of equity, tort or contract.
Hugh Sims
5 In Brown v KMR Services the defendant was concurrently liable in
breach of contract and the tort of negligence and the contract test
of remoteness was applied, without any apparent argument. It is
not considered this case would stand in the way of an argument
that the breaches in this case ought to have been characterised as
breaches of equitable duties of confidence and knowledge
should have been assessed at the date of breach.
9
Cavendish Place sounds like a good address
for a place in Bath. It is also the setting for a
decision made recently in the County Court
which may provide a boost for users of the
JCT Building Contract for a Home
Owner/Occupier. This contract is not only
unique for earning a crystal mark award for
the clarity of its English, so everyone can
understand what has to be done, but it also
provides a system for quick and economical dispute resolution, by
incorporating the rules of the RICS/RIBA adjudication scheme. This
procedure requires the adjudicator to issue a written decision within
21 days of the appointment for a maximum fee of £750. Even better,
if the adjudicator apportions the fee (as they often do) then each side
only has to pay its share without liability for the other’s if they default.
So what could possibly go wrong? Well one small problem is that
the RICS/RIBA adjudication rules are not printed on the contract
form. Instead you have to ask for them to be sent to you. No real
problem perhaps, but then who can bothered to read to the end of
Part I of the contract form and then ring (or write or email) the RICS
or RIBA and wait until they post a copy to you? Ms Fay, the lady who
wanted work done at Cavendish Place, certainly could not. She fell
out with her builders. They applied to the RICS who appointed Mr
David Cartwright to decide their claim for extras. Then the battle
began in earnest with cross claims for defective works among other
things. Mr Cartwright decided that the overall victor was the builder
to whom he awarded £4306 and he then split his fee equally
between the parties.
Ms Fay refused to pay the builder or to pay her share of the
adjudicator’s fee. She denied that Mr Cartwright had any right to sue
her direct (as provided by rule 13) or that she was bound by the
adjudication rules (which she had not seen before signing the
contract). She also contended that the rules were unfair and
unenforceable under the Unfair Terms in Consumer Contracts
Regulations 1999. Mr Cartwright brought the case in the county
court to recover his fee.
The Court held that Ms Fay had agreed to all of the terms of the
contract by signing it, including the terms which were referred to but
contained elsewhere, such as the adjudication rules and that these
clearly entitled Mr Cartwright to sue. No great surprise there.
The application of the 1999 Regulations to adjudications is rather
more controversial. The 1999 Regulations apply where goods or
services are provided to someone acting outside his or her normal
business and where the term has not been negotiated individually by
the parties, such as when a standard form of contract is used. The TCC
so far has referred to the 1999 Regulations in four adjudication cases.
The overall score is three-one in favour of adjudication, dealing with
the IFC and Minor Works Forms and only in one case – Piccardi v
Cuniberti in December 2002 – has a question been raised about
whether the process was unfair to the consumer. This was the case in
which Mr Piccardi, the Architect, sought to rely upon the adjudication
provisions under the RIBA Conditions of Appointment. Although His
Honour Judge Toulmin CMG QC found that no such contract had
been made, his remark that the irrecoverable costs incurred in
adjudication might hinder the consumer from enforcing his rights by
legal action suggested that adjudication clauses might be treated as
unfair and unenforceable under the Regulations. The case caused
some consternation until the balance was restored by His Honour
Judge Moseley QC in Lovell Projects v Legg & Carver, in July 2003.
In that case there was no dispute about the incorporation of the
adjudication terms in the JCT Minor Works Contract. Judge Moseley
did not consider that adjudication hindered the consumer’s right to
bring legal action if he disagreed with an adjudicator’s decision. The
costs and disadvantages of adjudication cut both ways. This did not
impose any imbalance on the parties’ rights and obligations under
the contract.
The test of unfairness under the Regulations is a subtle one. A term
will be unfair if contrary to the requirement of good faith, it causes
a significant imbalance in the parties’ rights and obligations to the
detriment of the consumer. The Court has to examine the
circumstances under which each contract was made. Fair and open
dealing by the supplier is required in order to show good faith. A
term can be unfair and unenforceable because the consumer did not
have the chance to see it properly before signing the contract. Which
brings us back to Ms Fay.
The District Judge found that requesting the customer to sign a
contract which included clear directions as to how the adjudication
rules could be obtained did not breach the requirement of good faith.
Ms Fay however accepted that she had plenty of time to read the
contract and that she could have obtained copies of the adjudication
rules from RICS or RIBA before she signed the contract. The evidence
was that there was an interval of several days, if not weeks, between Ms
Fay being sent the contract and being asked to sign it.
It is not difficult to envisage problems in another case where the
consumer may only have minutes – not days – to read the contract
before signing it. In those circumstances there would still be a risk
that the adjudication rules might be found to be unfair and
unenforceable under the Regulations. As the Court must in each case
examine the circumstances in which the contract was made, there
may be no way of ensuring that the JCT Home Owner/Occupier
Contract is proof against challenges under the 1999 Regulations. But
one simple precaution might reduce a lot of the risk: to print the
rules of the adjudication scheme on the contract form or until this is
done, make sure a copy of the rules is included with the customer’s
copy of the contract and that it is initialled or acknowledged in some
way, when the contract is signed.
Ralph Wynne-Griffiths
The adjudicator’s rights to his fees
10
11
Recovery of overpaid taxesInland Revenue Commissioners vDeutsche Morgan Grenfell Groupplc [2005] EWCA Civ 78
The factual matrix
DMG was an English subsidiary of a German parent. It was required
to pay advanced corporation tax (“ACT”) on its dividends. Pursuant
to section 247(1) of the Income and Corporation Taxes Act 1988 it
was possible to make a group income election to avoid such
payments of ACT, but only where both parent and subsidiary were
resident in the UK. In July 1995 DMG became aware that another
company was challenging this as contrary to EC law. In the meantime
DMG continued to pay ACT on its dividends to its parent. On 8
March 2001 the European Court of Justice delivered judgment in
Metallgesellschaft Ltd v IRC, Hoechst v IRC [2001] Ch 620 holding the
UK tax rules contrary to Community law and further holding that
Community law conferred a right of compensation or restitution. By
not being able to make a group income election DMG had suffered a
disadvantage. It issued proceedings claiming restitution on 13
October 2000. This was a test case to determine limitation issues. It
concerned DMG’s three payments of ACT in 1993, 1995 and 1996.
The first instance decision
At first instance ([2003] EWHC 1779 (Ch), [2003] 4 All ER 645)
Park J held DMG was not time-barred in respect of any of the three
payments. His Lordship rejected a submission of the Revenue, that
English law did not recognise a cause of action for the recovery of
overpaid taxes on the ground of mistake of law. The special “tax”
claim in Woolwich Building Society v IRC (No 2) [1993] AC 70 did not
provide the sole basis of claim. Even in a tax case a claimant was
entitled to rely on Kleinwort Benson Ltd v Lincoln City Council [1999]
2 AC 349. Accordingly it was held that DMG had made all three
payments under a mistake of law, and was entitled to rely upon the
extended limitation period under section 32(1)(c) of the Limitation
Act 1980; also applying Kleinwort Benson Ltd v Lincoln City Council.
The Commissioners appealed to the Court of Appeal.
The fall-out
In the meantime on 8 September 2003 the Inland Revenue by Press
Release 78/03 announced plans to reverse legislatively the decision
in the case, with retrospective effect to that date (8 September 2003).
Draft provisions of the Finance Bill 2004 provided that section
32(1)(c) of the 1980 Act “does not apply in relation to a mistake of
law relating to a taxation matter under the care and management” of
the IRC. This became section 320 of the Finance Act 2004.
The decision in the Court of Appeal
The judgment of the Court of Appeal of 4 February 2005 [2005]
EWCA Civ 78 (Buxton, Rix and Jonathan Parker LJJ) runs to some 298
paragraphs. The principal judgment is delivered by Jonathan Parker
LJ. It subjects Lord Goff’s speeches in Woolwich and Kleinwort Benson
to “minute, not to say microscopic, analysis” (para [93]). Jonathan
Parker LJ construed Lord Goff’s view as being that “in such cases the
mistake of law rule has no application since the taxpayer’s cause of
action is founded not on his mistake but on the unlawful nature of
the demand (in effect, the revenue’s mistake): in other words, that the
Woolwich cause of action effectively subsumes any cause of action
which might otherwise exist for mistake of law” (para [195]). That
Woolwich cause of action was “complementary to the various statutory
regimes” (para [200]) for the recovery of overpaid tax such as section
33 of the Taxes Management Act 1970, supplying a common law
restitutionary remedy where the statutory mechanisms do not apply
(as here where there was no payment under an assessment). Further
he relied on Lord Goff’s identification of “two separate and distinct
regimes” in restitution for the payment of tax and private transactions
respectively in Kleinwort Benson [1999] 2 AC 349, 381 (para [204]).
The net result of the analysis is to be found in para [208]: “on a true
analysis of Lord Goff’s speeches in Woolwich and Kleinwort Benson, a
claimant who makes a payment to the revenue under a mistake of law
is not entitled to a restitutionary remedy in respect of that payment
otherwise than under the Woolwich principle (where the demand is
unlawful) or under the relevant statutory regime (where the demand
is lawful).”
In the result the appeal was allowed by the majority in relation to
the 1993 payment (which was time –barred under the usual six year
rule), but was dismissed in relation to the payments in 1995 and
1996. Buxton LJ would have gone further and on a pleading point
would have allowed the appeal in respect of all three payments.
Commentary
Both sides have been given permission to appeal to the House of
Lords: DMG on the cause of action issue and the Revenue on a
pleading issue which divided the Court of Appeal. This may provide
the opportunity for a comprehensive review of the whole question of
when is an enrichment unjust for the purposes of the law of
restitution. In what Buxton LJ acknowledged to be “the last of his
many major contributions to the law of restitution before his
untimely death Professor Peter Birks suggested that the Woolwich
problem had been addressed after the ‘swaps’ cases, and in the light
of their jurisprudence, it would have been clear that the case fell
entirely consistently within the same rules of restitution as were
subsequently applied in those swaps cases”, quoting Peter Birks,
Unjust Enrichment (2nd edn, 2005), 134 (at para [274]). The debate
here is between the traditional English view that a claimant must
demonstrate that an enrichment is unjust on one of numerous
specific bases of claim: most books list between ten and twenty
“grounds of restitution” or “unjust factors” (eg mistake, compulsion,
failure of consideration) and the civilian rule which applies in most
other European jurisdictions, which is that recovery normally follows
where there is an “absence of legal basis”. That is, if a defendant is
enriched at the claimant’s expense, prima facie the money is
recoverable if there is no valid legal basis for the transfer (eg payment
of a contractual debt, or response to valid tax demand). Most of the
law’s attention then shifts to restitutionary defences. Birks’s final
view considered that English law had adopted the civilian approach,
especially as the result of the “swaps” cases such as Kleinwort Benson.
The appeal may allow the House of Lords to address this question,
although neither party sought to rely on this approach in the Court
of Appeal: in particular it would compromise DMG’s reliance on
section 32(1)(c) which requires recovery to arise from a mistake.
Gerard McMeel
Guildhall Chambers, 5–8 Broad Street, Bristol BS1 2HW
DX 7823 Bristol Tel. 0117 930 9000 Fax. 0117 930 3898
e-mail [email protected]
Web www.guildhallchambers.co.uk
This newsletter is for information purposes only and is not intended to
constitute legal advice. The content is digested from original sources and
should not be relied upon without checking those sources. Any views expressed
are those of the editor or named author.
Adrian Palmer QC
Brian Watson
Malcolm Warner
Ralph Wynne-Griffiths
John Virgo
Neil Levy
Martha Maher
Jeremy Bamford
Richard Ascroft
Matthew Wales
Gerard McMeel
Nicholas Briggs
Katie Gibb
Hugh Sims
Jennifer Newstead
Justin Emmett Team Clerk
Heather Mings Team Clerk
George Monck Chambers Director
The Commercial Team