Practice

Jonathan’s practice involves litigation and advice in the fields of company, commercial, insolvency, chancery and financial services law. Jonathan’s work ranges from commercial disputes between parties to oil & gas joint ventures to company work – shareholder disputes, schemes of arrangement, cross-border transfers and capital reductions.

In the insolvency field Jonathan has substantial experience of directors’ disqualifications, public interest winding up proceedings, wrongful trading and preference claims.

Current chancery work includes a historic dispute between Pakistan, India and other parties in which constructive and resulting trust claims are made.

Jonathan’s financial services work has ranged from professional negligence claims relating to tax mitigation schemes to public interest winding up proceedings targeting unauthorised collective investment schemes.

As a former Attorney General panel member Jonathan has substantial experience of government litigation.

Legal 500 (2017): Company Leading Junior

“Highly regarded for shareholder disputes with a cross-border element” (Legal 500; 2017)

“A highly experienced and versatile Chancery barrister.” (Legal 500)

“able” and “vigorous” cross-examination (Burton J, Heritage Oil & Gas Ltd v Tullow Uganda Ltd)

“excellent”“oral and written submissions” (HHJ Waksman QC, Younes v Chrysanthou [2016] EWHC 3269 (QB))

Practice areas

Commercial dispute resolution

Jonathan’s commercial dispute work ranges from the energy sector, where disputes typically involve litigation or arbitration of disputes between parties to oil & gas joint venture arrangements; to general commercial disputes. Examples include:

  •  Younes v Chrysanthou [2016] EWHC 3269 (QB) – representing the claimant in a trial about whether the parties were in partnership; whether the defendant misappropriated trust monies held for the claimant; and defending a counterclaim that the claimant misappropriated monies from a Libyan building project. The Judge described the “oral and written submissions” made as “excellent”.
  • Jyske Bank (Gibraltar) Ltd v Lavarello (2017, Gibraltar Court of Appeal) – instructed (with a leader) by the appellant bank in an appeal against findings that the bank was liable for dishonestly assisting a breach of trust and knowingly receiving trust property while acting as a banker for lawyers (Marrache) who misappropriated client monies.
  • Heritage Oil & Gas Ltd v Tullow Uganda Ltd [2014] EWCA Civ 1048 – dispute as to whether Tullow was entitled to an indemnity in respect of its payment of some US$313m to the Ugandan Government in connection with a contested tax claim against Heritage
  • Heritage Oil & Gas Ltd v Government of the Republic of Uganda (2013; international arbitration) – jurisdiction stage of arbitration proceedings; issues as to whether tax disputes fell within the scope of the arbitration agreement and as to the arbitrability of tax disputes.
  • BG International Ltd v Canadian Overseas Petroleum (UK) Ltd (2012, Commercial Court) – dispute as to the relationship between an escrow agreement and a linked, terminated agreement for the sale & purchase of interests in North Sea licences.
  • Debt Collect London Ltd v SK Slavia Praha-Fotbal AS [2011] 1 WLR 866 – Court of Appeal decision on art. 27, 28 & 30 Judgments Regulation. Advocate for the successful respondents. Question as to whether English proceedings had to be stayed, or should be stayed as matter of discretion, where related Czech proceedings had been lodged before the English proceedings. Held that the delay in paying the Czech court fee meant the English court was first seised under art. 30 Judgments Regulation.
  • Swift Technical Group Holdings Ltd v Cantley & Ors (2010, QBD): instructed by a private equity fund defending allegations that it participated in a conspiracy to damage a competitor by unlawful means.
  • Enic Football Management SARL v Key Investments AS (2010, Ch.D): acted for the claimant in proceedings concerning the validity of an option agreement relating to a substantial shareholding in a Czech football club; successfully applying to strike out the defendant’s allegations of forgery, breaches of Czech law and the UEFA regulations.
  • Relfo Ltd v Varsani [2009] EWHC 2297 – instructed by the defendant in proceedings raising a question concerning the interpretation of CPR 6.9; whether the defendant could properly be served at an address in the jurisdiction at which limited time was spent.
Company law

In the field of company law litigation, Jonathan’s work includes shareholder disputes, unfair prejudice proceedings, derivative claims, public interest winding up proceedings and warranty & indemnity claims under share sale agreements. His company advisory work includes schemes of arrangement, cross border transfers and capital reductions. Examples of cases & work:

  • SAB Miller plc takeover scheme (2016, Ch.D) – advising (first jointly with a leader; then alone) hedge funds on whether there were grounds on which to object to a scheme of arrangement or the proposed scheme classes.
  • Re Crown Holdings (London) Ltd (in liquidation) [2015] EWHC 1876 (Ch): acting for claimants asserting proprietary claims over assets held by a currency exchange business. Tracing claims were made on grounds including unconscionable receipt, mistake and fraud.
  • Urban Outfitters cross-border merger schemes (2014, Ch.D) – instructed on behalf of a multinational clothing retailer on schemes requiring the court’s approval of mergers, of Dutch companies into English companies, under the Cross Border Merger Regulations and Directive.
  • Premier Energy and Water Trust plc (2014, Ch D) – scheme of arrangement allowing for the continuation of the company’s business whilst paying out the final capital entitlement of zero dividend preference shareholder
  • Re I Guard Security Ltd (2014, Ch D) – unfair prejudice proceedings; issue as to whether a third party (not a director or shareholder of the company concerned) properly joined if alleged to be privy to the conduct complained of, where no separate cause of action is pleaded against the third party.
  • Ex Cellar Investments Ltd v Nicolas UK Ltd (2011, QBD): instructed by the defendant in proceedings concerning the sale of the shares in Oddbins. Successfully applying to strike out breach of warranty claims for failure to comply properly with the contractual notification provisions.
  • Public interest winding up cases also include: Re Virtual World Direct Ltd (e-lottery operator making misleading statistical claims); Re Get Me Tickets Ltd [2006] EWHC 1058 (public interest winding up of secondary ticket agent); Re London Citylink Ltd [2005] All ER (D) 188 (provider of nominee director services wound up in the public interest).
Insolvency & restructuring

Jonathan has a broad experience of insolvency work, both of a public nature – directors’ disqualifications, public interest winding up proceedings; and a private nature – for example wrongful trading, preference and transaction at an undervalue claims. Examples of Jonathan’s work include:

  • Jyske Bank (Gibraltar) Ltd v Lavarello (2017, Gibraltar Court of Appeal) – instructed (with a leader) by the appellant bank in an appeal against findings that the bank was liable for dishonestly assisting a breach of trust and knowingly receiving trust property while acting as a banker for lawyers (Marrache) who misappropriated client monies.
  • Re Crown Holdings (London) Ltd (in liquidation) [2015] EWHC 1876 (Ch): acting for claimants asserting proprietary claims over assets held by a currency exchange business. Tracing claims were made on grounds including unconscionable receipt, mistake and fraud.
  • Confidential (2014) – advising investment manager of offshore fund in connection with claims that fund was wrongfully suspended.
  • Confidential (2013) – advising directors of an insolvent offshore investment fund in connection with claims of breach of fiduciary duty.
  • Re Airbase Services International Ltd [2008] 1 WLR 1516 – representing unsecured creditors; decides that a floating chargeholder is not able to prove against the prescribed part fund (s. 176A Insolvency Act 1986) in respect of an unsecured shortfall on its security.
  • Law Society v Shah [2008] 3 WLR 1401 – representing trustee in bankruptcy; decides that discharge from bankruptcy bars remedies against the former bankrupt but not the underlying claim; and that Third Party (Rights Against Insurers) Act 1930 liability may be established within a bankruptcy, with no determination of a proof by the office-holder.

 

 

Chancery: commercial

Recent examples of chancery work include:

  • Younes v Chrysanthou [2016] EWHC 3269 (QB) – representing the claimant in a trial about whether the parties were in partnership; whether the defendant misappropriated trust monies held for the claimant; and defending a counterclaim that the claimant misappropriated monies from a Libyan building project. The Judge described the “oral and written submissions” made as “excellent”.
  • Jyske Bank (Gibraltar) Ltd v Lavarello (2017, Gibraltar Court of Appeal) – instructed (with a leader) by the appellant bank in an appeal against findings that the bank was liable for dishonestly assisting a breach of trust and knowingly receiving trust property while acting as a banker for lawyers (Marrache) who misappropriated client monies.
  • High Commissioner for Pakistan v Prince Mukarram Jah & Others [2016] EWHC 1465 (Ch) – dispute about who is entitled to a fund representing monies transferred to Pakistan’s High Commissioner by representatives of the then separate State of Hyderabad, while Hyderabad was being invaded by India. Pakistan, India and the descendants of Hyderabad’s last ruler are claiming the fund. The questions raised include whether the court’s jurisdiction is excluded by act of state/non-justiciability principles; the circumstances in which a state may become a trustee; and whether India’s claim is barred for breach of art. 2(4) UN Charter. Instructed, with a leader, by Pakistan.
  • R H Newman Developments Ltd v Hunt (2015, mediation) – dispute as to whether a profit share contract relating to the redevelopment of a large commercial site was abandoned or had ceased to be enforceable by reason of an estoppel. Questions as to appropriate forum for the dispute; whether the contractual claims properly allowed for registration of a restriction against the site title.
Fraud – civil

Recent cases include:

  • Younes v Chrysanthou [2016] EWHC 3269 (QB) – representing the claimant in a trial about whether the parties were in partnership; whether the defendant misappropriated trust monies held for the claimant; and defending a counterclaim that the claimant misappropriated monies from a Libyan building project. The Judge described the “oral and written submissions” made as “excellent”.
  • Jyske Bank (Gibraltar) Ltd v Lavarello (2017, Gibraltar Court of Appeal) – instructed (with a leader) by the appellant bank in an appeal against findings that the bank was liable for dishonestly assisting a breach of trust and knowingly receiving trust property while acting as a banker for lawyers (Marrache) who misappropriated client monies.
  • Re Crown Holdings (London) Ltd (in liquidation) [2015] EWHC 1876 (Ch) in which Jonathan acted for the claimants asserting proprietary interests in various assets held by the insolvent company. The grounds on which tracing claims over cash in bank accounts were asserted included fraud; implied representations as to the company’s solvency.
Financial services

Jonathan has acted in a broad range of financial services disputes, including professional negligence and mis-selling claims relating to advice on and sales of financial products; disputes between life companies and insurers and their agents; and public interest winding up proceedings directed at unauthorised collective investment schemes. Examples include:

  • Hougou S.A. v Yossifoff (2016, Ch.D) – instructed by the defendant in proceedings to recover a substantial secured loan. The defences were that the loan was advanced in breach of the general prohibition (s.19 FSMA) and that the default interest was an unenforceable penalty.  
  • Confidential (2014) – advising investment manager of offshore fund in connection with claims that fund was wrongfully suspended.
  • Anthony v Chancery (UK) LLP (2013, mediation) – acting for claimants; claims of negligent investment advice and operation of an unauthorised collective investment scheme in relation to enterprise zone tax mitigation scheme.
  • Confidential (2013) – advising directors of an insolvent offshore investment fund in connection with claims of breach of fiduciary duty.
  • Re Hambrook & Greenstock AG – representing petitioner in English public interest winding up proceedings against a Swiss company which operated an unauthorised collective investment scheme.
  • Standard Life Pension Sterling Fund – instructed as a member of the team advising Standard Life in connection with regulatory action and compensation questions relating to its Pension Sterling Fund, following the revaluation of asset backed securities. Jonathan’s Note on the relevant fund literature was subsequently described by Eder J, in insurance litigation, as a document which “raised pertinent questions” (Standard Life Assurance Ltd v ACE European Group [2012] EWHC 104 (Comm)).
Energy & natural resources

Jonathan’s work in this field typically relates to disputes between parties to oil & gas joint venture arrangements. Examples include:

  • Heritage Oil & Gas Ltd v Tullow Uganda Ltd [2014] EWCA Civ 1048 – dispute as to whether Tullow was entitled to an indemnity in respect of its payment of some US$313m to the Ugandan Government in connection with a contested tax claim against Heritage.
  • Heritage Oil & Gas Ltd v Government of the Republic of Uganda (2013) – jurisdiction stage of arbitration proceedings; issues as to whether tax disputes fell within the scope of the arbitration agreement and regarding the arbitrability of tax disputes.
  • BG International Ltd v Canadian Overseas Petroleum (UK) Ltd (2012, Commercial Court) – dispute about the relationship between an escrow agreement and a linked, terminated agreement for the sale & purchase of interests in North Sea licences.
POCA work & asset forfeiture

Jonathan has been instructed in a number of asset recovery claims, in relation to interim injunctions and at trial. Eg.

  • Serious Organised Crime Agency v Lundon [2010] WTLR 875: instructed by the claimant in proceeds of crime claim raising the question whether the performance of family duties by a wife can constitute the giving of “value”, so that a potential defence under s. 308 Proceeds of Crime Act 2000 may apply.
Alternative dispute resolution

Jonathan’s appearances before arbitrators as counsel have related to, or mainly related to, energy joint venture disputes. Jonathan has sat as arbitrator in the company law context. His appearances before mediators have related to all practice areas described.

 Cases of interest

  • High Commissioner for Pakistan v Prince Mukarram Jah & Others [2016] EWHC 1465 (Ch) – dispute about who is entitled to a fund representing monies transferred to Pakistan’s High Commissioner by representatives of the then separate State of Hyderabad, while Hyderabad was being invaded by India. Pakistan, India and the descendants of Hyderabad’s last ruler are claiming the fund. The questions raised include whether the court’s jurisdiction is excluded by act of state/non-justiciability principles; the circumstances in which a state may become a trustee; and whether India’s claim is barred for breach of art. 2(4) UN Charter. Instructed, with a leader, by Pakistan.
  • Re Crown Holdings (London) Ltd (in liquidation) [2015] EWHC 1876 (Ch): acting for claimants asserting proprietary claims over assets held by a currency exchange business. Tracing claims were made on grounds including unconscionable receipt, mistake and fraud.
  • Heritage Oil & Gas Ltd v Tullow Uganda Ltd [2014] EWCA Civ 1048 – dispute as to whether Tullow was entitled to an indemnity in respect of its payment of some US$313m to the Ugandan Government in connection with a contested tax claim against Heritage.
  • Serious Organised Crime Agency v Lundon [2010] WTLR 875: instructed by the claimant in proceeds of crime claim raising the question whether the performance of family duties by a wife can constitute the giving of “value”, so that a potential defence under s. 308 Proceeds of Crime Act 2000 may apply.
  • Relfo Ltd v Varsani [2009] EWHC 2297 – instructed by the defendant in proceedings raising a question concerning the interpretation of CPR 6.9; whether the defendant could properly be served at an address in the jurisdiction at which limited time was spent.
  • Re Airbase Services International Ltd [2008] 1 WLR 1516 – representing unsecured creditors; decides that a floating chargeholder is not able to prove against the prescribed part fund (s. 176A Insolvency Act 1986) in respect of an unsecured shortfall on its security.
  • Law Society v Shah [2008] 3 WLR 1401 – representing trustee in bankruptcy; decides that discharge from bankruptcy bars remedies against the former bankrupt but not the underlying claim; and that Third Party (Rights Against Insurers) Act 1930 liability may be established within a bankruptcy, with no determination of a proof by the office-holder.
  • Cook v Norlands Ltd [2001] UKPC 52 (Privy Council decision on contractual certainty requirements); Liggins v Lumsden Ltd [1999-2001] MLR 601 (Isle of Man Court of Appeal; liability of partnership for partner’s assistance of breach of trust).

 

 

Additional info

Cases of interest
  • Re Crown Holdings (London) Ltd (in liquidation) [2015] EWHC 1876 (Ch): acting for claimants asserting proprietary claims over assets held by a currency exchange business. Tracing claims were made on grounds including unconscionable receipt, mistake and fraud.
  • The High Commissioner for Pakistan in the United Kingdom  v HEH the 8th Nizam of Hyderabad & Ors; (Ch. D; current) – instructed (with others) by the claimant in proceedings concerning monies paid to The High Commissioner for Pakistan in the United Kingdom in September 1948. The claims made to the monies raise a broad range of legal issues, including non-justiciability, illegality, trusts and limitation.
  • Heritage Oil & Gas Ltd v Tullow Uganda Ltd [2014] EWCA Civ 1048 – dispute as to whether Tullow was entitled to an indemnity in respect of its payment of some US$313m to the Ugandan Government in connection with a contested tax claim against Heritage.
  • Serious Organised Crime Agency v Lundon [2010] WTLR 875: instructed by the claimant in proceeds of crime claim raising the question whether the performance of family duties by a wife can constitute the giving of “value”, so that a potential defence under s. 308 Proceeds of Crime Act 2000 may apply.
  • Relfo Ltd v Varsani [2009] EWHC 2297 – instructed by the defendant in proceedings raising a question concerning the interpretation of CPR 6.9; whether the defendant could properly be served at an address in the jurisdiction at which limited time was spent.
  • Re Airbase Services International Ltd [2008] 1 WLR 1516 – representing unsecured creditors; decides that a floating chargeholder is not able to prove against the prescribed part fund (s. 176A Insolvency Act 1986) in respect of an unsecured shortfall on its security.
  • Law Society v Shah [2008] 3 WLR 1401 – representing trustee in bankruptcy; decides that discharge from bankruptcy bars remedies against the former bankrupt but not the underlying claim; and that Third Party (Rights Against Insurers) Act 1930 liability may be established within a bankruptcy, with no determination of a proof by the office-holder.
  • Cook v Norlands Ltd [2001] UKPC 52 (Privy Council decision on contractual certainty requirements); Liggins v Lumsden Ltd [1999-2001] MLR 601 (Isle of Man Court of Appeal; liability of partnership for partner’s assistance of breach of trust).
What the directories and judges say

Legal 500 (2017): Company Leading Junior

Highly regarded for shareholder disputes with a cross-border element” (Legal 500; 2017)

A highly experienced and versatile Chancery barrister.” (Legal 500)

able” and “vigorous” cross-examination (Burton J, Heritage Oil & Gas Ltd v Tullow Uganda Ltd)

excellent”“oral and written submissions” (HHJ Waksman QC, Younes v Chrysanthou [2016] EWHC 3269 (QB))

Career & appointments

Former Attorney General panel member
COMBAR member
Chancery Bar Association member
Admitted as an advocate on the Isle of Man (case specific) and in Gibraltar (case specific)
Qualified to undertake public (direct) access work

Foreign jurisdictions

Admitted as an advocate on the Isle of Man (case specific)
Admitted as an advocate in Gibraltar (case specific)

Publications

Practical Law Corporate (Thomson Reuters) – regular contributor, answering company law questions submitted by practitioners.
Practice Note on Cross Border Mergers, Practical Law Corporate (Thomson Reuters)
Annotated Companies Acts (Oxford University Press), contributor

Education & awards

LLB (London School of Economics);
BCL (Exeter College Oxford)

Languages

French