Stuart Adair

Areas of experience

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• Arbitration

  Stuart regularly acts and advises in relation to arbitrations both in the United Kingdom and abroad.

  In an arbitration under the ICC Rules between two banks, Stuart acts for the Claimant. The dispute concerns the meaning and effect of a share purchase agreement (the “SPA”), by which the Claimants agreed to buy all the share capital of a subsidiary bank of the Respondent. Regulatory approval for the purchase was not obtained within the timescale laid down and the dispute concerns whether the substantial deposit paid by the Claimant should be repaid. The issues include the true construction of the SPA, whether the Claimant was in breach of its obligations under the SPA and whether the unreasonable conduct of the regulator broke the chain of causation.

  In an arbitration under the BVI Arbitration Act 2013, Stuart acted for the Claimant in a dispute concerning the legal ownership of the shares in a BVI company and the actions of the company in removing the Claimant’s name from the company’s register of members. The Claimant was successful and obtained declarations, inter alia, he was the sole registered member of the company. On the basis of the award, the Claimant regained control of the company.

  In an LCIA arbitration Stuart acted for Ukrainian clients in a dispute relating to a share purchase agreement concerning Ukrainian companies in the agricultural sector (US$ 80 million). A favourable arbitration award was issued on 27 February 2018 but was challenged by the respondents under section 68 of the Arbitration Act 1996. That challenge came to trial before Sir Jeremy Cooke (K v P [2019] EWHC 589 (Comm), who rejected the challenge to the most important area of the award, but remitted the award to the tribunal on 4 issues. The hearing of the remitted issues took place in October 2019 and the final award on those issues was published on 18th December 2019.

  In an ad hoc arbitration Stuart advised and acted for a French client in relation to a complex series of arbitrations concerning the sale of a super yacht worth in excess of €20 million.

  Stuart has acted for a number of Chinese clients in arbitrations concerning agricultural produce and raw materials and has additionally given expert evidence to the Supreme Court of Georgia on the enforceability of an arbitration clause and certain procedural matters under English law.

• Civil Fraud, Asset Tracing & Recovery

  Stuart is recommended by Legal 500 for his work in the area of fraud. His forensic approach to litigation, his ability to analyse accounts and financial data and his formidable cross-examination skills mean that he is particularly adept at dealing with claims involving allegations of fraud and dishonesty. Stuart recently wrote a well-received article on business email compromise fraud (email hacking), which is available here.

  In Paul Evans and others v Martin Heath Stuart is acting for the Defendant in a claim by four Claimants that they were induced to invest in a start-up technology company by multiple fraudulent (or negligent) misrepresentations. The misrepresentations are alleged to have been made in relation to the capabilities of the software created by the company and the extent of its customer base. The claim is ongoing, but one of the Claimants has discontinued.

  In Briefline Assets Limited v Nikolay Falin Stuart acted for the Defendant to a claim brought by a Seychelles company (“Briefline”), which claimed beneficial ownership of the shares in a BVI company. Briefline obtained an ex parte freezing injunction on the basis of allegations of fraud. However, after the injunction was discharged at the Return Date Hearing, Briefline amended its claim to excise all allegations of fraud. The claim was discontinued on 20th October 2022.

  In Paul Allen (Trustee in bankruptcy of the Deceased Estate of Nadeem Mehar) v Farzana Johal and Manjit Johal Stuart acted for the Respondents to claims by the trustee in bankruptcy, Farzana Johal (“Mrs Johal”) and her husband, Majit Johal (“Mr Johal”). Mrs Johal had been the executrix of the estate of her deceased brother, who had been a director and minority shareholder of a company established by Mr and Mrs Johal. The estate had been found to be insolvent and the trustee in bankruptcy was appointed. It was discovered that the brother had been defrauding the company and, in proceedings against the trustee in bankruptcy, Mr and Mrs Johal claimed to be subrogated to a lien over the brother’s shareholding (arising under the articles of association of the company) and to liens and mortgages over assets purchased with the proceeds of the fraud. Additionally, the trustee was counterclaiming for devastavit on the basis of an allegation that Mrs Johal acted fraudulently in concluding a settlement with HMRC on behalf of the estate. A confidential settlement agreement was concluded on 30th June 2021.

  In Orexim Trading Limited v Mahavir Port and Terminal Limited Stuart acted for a Maltese company, Orexim, in proceedings against an Indian company, the First Defendant, in respect of a complex fraud relating to the sale of 12,000 metric tonnes of sunflower seed oil. The First Defendant purported to sell its principal asset (a ship) to an associated company, via a Singaporean intermediary, and an application to set aside this transaction was made under section 423 of the Insolvency Act 1986. On 9th October 2019 Orexim obtained judgment against the First Defendant for $8,841,334.17 plus interest and costs.

  Ecology Support Services Limited v Various Defendants. In these Commercial Court proceedings Stuart acted for Ecology Support Services Limited (“ESS”), which is the assignee of loans made to high net worth individuals to facilitate their participation in a tax avoidance scheme known as the Globalcure Scheme. ESS is suing 29 Defendants in the Commercial Court for the repayment of loans with a total value of approximately £26 million. The Defendants’ primary defence to the claims is that they were induced to participate in the Scheme by fraudulent misrepresentations. Very detailed allegations are made regarding the fraudulent misrepresentations that are alleged to have been made to each of the Defendants and the dishonesty of those alleged to have made or been privy to the misrepresentations. Other defences include allegations of an unlawful means conspiracy and illegality. During the course of these proceedings Stuart successfully opposed the Defendants’ application for a Group Litigation Order. The claim was compromised.

  Re Emerald Meats (London) Limited. Stuart acts for one of the shareholders and directors of a meat importation company and its subsidiary, a property company, in a long running battle with the other shareholder and director of those companies. Stuart’s client contends that the other shareholders and director has acted fraudulently in misappropriating assets of the companies. The companies went into solvent liquidation and there have been a number of applications challenging the decisions of the liquidators. Stuart has obtained an order of the court that the liquidators assign to his client various claims that the companies have against the other party.

  Re Medway Fuels Limited. In these Companies Court proceedings Stuart acted for a former director and shareholder of Medway Fuels Limited, who is a respondent to fraudulent trading, wrongful trading and misfeasance claims brought by the liquidator of the company.

  Re Quadron Holdings Limited. Stuart acted for the minority shareholders of Quadron Holdings Ltd in proceedings for unfair prejudice under section 994 of the Companies Act 2006. The proceedings involved allegations that the majority shareholders fraudulently breached the duties they owed to the company and its subsidiaries by misappropriating assets belonging to the Companies, selling properties at an undervalue to members of their immediate family and diverting business opportunities to other companies which they controlled. The claim was settled.

  A confidential unfair prejudice dispute. Stuart acted for the majority shareholders of a perfume company in relation to a dispute with a minority shareholder, who was claiming that the company had been managed in a way that was unfairly prejudicial to him. In particular, the minority shareholder claimed that the company was a quasi-partnership, that he had been excluded from the management of the company and that he was prejudiced by the failure of the company to declare dividends. One of the key issues in the dispute was the implications of the fraudulent conduct of the minority shareholder and whether such conduct (a) terminated any quasi-partnership that had previously existed and (b) justified his exclusion from the management of the Company. Stuart represented his clients at a successful mediation of the dispute.

  In confidential arbitration proceedings between two Ukrainian-owned companies, Stuart acted for the vendors of the share capital of two companies operating within the agricultural sector of the Ukrainian economy. The claims and counterclaims involved allegations of breaches of warranties in the share sale agreement, false accounting and the alleged falsification of figures relating to the assets acquired by the purchaser.

  Eupay Group Limited v Jackson. Stuart acted for Eupay Group Limited in proceedings against its former director and his various associates. The principal allegation was that the director had fraudulently misappropriated or misapplied approximately £6 million. The claim was settled.

  Re Fashionup Limited. These proceedings concerned a claim under section 994 of the Companies Act 2006 made by a shareholder of Fashionup Limited against the director of the company alleging that it had been managed in a manner which was unfairly prejudicial to him. The principal allegation was that the director and associates of his had fraudulently misappropriated the assets and business of the company.

  In Wilson v Dodd [2012] EWHC 3727 (Ch) Stuart obtained judgment for an American investor who was induced to invest in an English business by a fraudulent misrepresentation. The court held that, on the facts of the case, a statement that a third party had invested in a business amounted to a fraudulent misrepresentation.

  In Finurba Corporate Finance Limited v Azevedo [2011] EWCA Civ 465 Stuart acted for a Portuguese company and a Luxembourg company, which were defendants to a claim involving allegations of fraud. Stuart applied successfully to strike out the claim against them and the decision was upheld on appeal.

  In Re: MC Fabrications Limited Stuart acted for Lloyds Register, which was the respondent to a liquidator’s application under section 213 of the Insolvency Act 1986 (fraudulent trading). The case turned on a very detailed analysis of the insolvent company’s finances. The case was settled shortly before trial on the basis that the liquidator discontinued the proceedings and paid Lloyds Register £550,000 towards its costs.

  In Bramston v Ball [2010] EWHC 299 (Ch) Stuart acted for the liquidator in another application under section 213 Insolvency Act 1986. A freezing injunction was obtained ex parte in support of this application and at trial Stuart obtained a declaration that the respondent had knowingly been party to carrying on the business of the company with the intention of defrauding creditors and judgment against the respondent (a de facto director) for £532,825.

  In Harris v Kent [2007] EWHC 463 Stuart acted for the Claimant in a claim for fraudulent breach of trust and obtained judgment for a little over £1.2 million. Stuart’s two-day cross-examination of the principal defendant resulted in findings that the defendant had lied and was guilty of a dishonest breach of trust.

  In Leonard Curtis v Benjamin [2007] EWHC 3374 (Ch) Stuart acted for a firm of accountants, whose bookkeeper had defrauded them of a substantial sum of money and hidden the fact by falsifying the accounts which he maintained. Judgment was obtained and the misappropriated monies were traced through various bank accounts into a property which had been purchased by the defendant. At a subsequent hearing an order was obtained that the claimant be subrogated to the rights of an existing mortgagee.

  In SEG Umwelt-Service GmbH v M.D.J. Light Brothers (Scrap Processors) Limited Stuart acted for a German company in a dispute concerning a joint venture relating to the recycling of fridges and the safe extraction of chlorofluorocarbons (CFCs). The claim was based on a forensic analysis of documents obtained following an application for pre-action disclosure and included allegations of dishonesty. The claim was settled on advantageous terms following a mediation.

• Commercial Litigation

  Stuart is recommended by both Legal 500 and Chambers and Partners for his work in the area of commercial litigation. He undertakes a wide variety of commercial litigation in both England and offshore jurisdictions. Stuart’s forensic approach to litigation and his ability to analyse accounts and financial transactions mean that he is particularly adept at dealing with claims involving allegations of financial wrongdoing. His financial acumen is complemented by formidable cross-examination skills.

  In Briefline Assets Limited v Nikolay Falin (in the BVI Commercial Court) Stuart acted for Mr Falin, who was the Defendant to a claim brought by a Seychelles company (“Briefline”) to the beneficial ownership of the shares in a BVI company. Briefline obtained an ex parte freezing injunction on the basis of allegations of fraud. However, Stuart obtained the discharge of the freezing injunction on the grounds that there had been a breach of the duty of full and frank disclosure and the claim disclosed no cause of action. The claim was discontinued on 20th October 2022.

  In Abudantia B.V. v Fastron Limited and Rillius Limited Stuart acts for the Claimant, a company incorporated in Curacao and controlled by Ukrainian businessmen. Both Abudantia and the Defendants carry on the business of providing online gaming serves to the public in various jurisdictions around the world. The dispute relates to a joint venture between Abudantia and Fastron and, in particular, whether (a) the joint venture agreements have been terminated and (b) Abudantia has a right to use certain trademarks. There are also claims relating to the torts of malicious falsehood, inducing a breach of contract and unlawful means conspiracy. The proceedings are ongoing.

  In Paul Evans and others v Martin Heath Stuart is acting for the Defendant in a claim by four Claimants that they were induced to invest in a start-up technology company by multiple fraudulent (or negligent) misrepresentations. The misrepresentations are alleged to have been made in relation to the capabilities of the software created by the company and the extent of its customer base. The claim is ongoing, but one of the Claimants has discontinued.

  In Ashco International Limited v Mercantile Investment Holdings S.A. Stuart acted for the Defendant, a company incorporated in St. Kitts and Nevis. The claim was brought by 76 investors in leasehold interests in hotel rooms in two hotel developments. The Defendant provided mortgage finance and it was claimed that it had repudiated its agreements with the Claimants. Alternatively, the Claimants sought relief under the Financial Services and Markets Act 2000 and/or the Consumer Credit Act 1974.

  In Renova Industries Limited v Emerson International Corporation Stuart acted for a group of companies controlled by a prominent Russian businessman in litigation in the BVI. The dispute related to a joint venture in the Russian/CIS energy sector and a failure to place certain assets under the control of the joint venture vehicle.

  In Orexim Trading Limited v Mahavir Port and Terminal Limited Stuart acted for a Maltese company, Orexim Trading Limited, in relation to claims for damages for breach of contract. The proceedings are in the Commercial Court. The background to the claim was a fraud perpetrated on Orexim following the sale to a UAE company of 12,000 metric tons of sunflower seed oil. That fraud resulted in the oil being misappropriated by an Iranian company, without any payment being made to Orexim. A settlement agreement was concluded between Orexim and the First Defendant, an Indian company, but that agreement was breached. The First Defendant had sought to dispose of its principal asset (a ship) to an associated Indian company (the Third Defendant) via a Singaporean company (the Second Defendant) and a claim was made under section 423 of the Insolvency Act 1986 to set aside that purported sale. At first instance the claim under section 423 was struck out on the ground that there was no jurisdiction to serve such a claim on a defendant who was out of the jurisdiction. The Court of Appeal held that claims under section 423 of the Insolvency Act 1986 could be served on defendants out of the jurisdiction, but that in this case there was insufficient connection with England. On 9th October 2019 Orexim obtained judgment against MPT for $8,841,334.17 plus interest and costs.

  In Kernel Holdings SA v Perryvale Entreprises Inc Stuart acted for Perryvale Enterprises Inc in confidential arbitration proceedings relating to a share purchase agreement and obtained an award that Kernel pay Perryvale the total sum of $23,950,480.70 plus interest. Kernel challenged the award under section 68 of the Arbitration Act 1996 on the ground of procedural irregularity. The trial of that arbitration claim took place in the Commercial Court before Sir Jeremy Cooke. Kernel was partially successful in its challenge and 4 issues were remitted to the arbitrators for reconsideration. Stuart represented Perryvale at the remittal hearing before the arbitrators.

  In Ecology Support services Limited v Various Defendants Stuart is acting for Ecology Support Services Limited (“ESS”), which is the assignee of loans made to high net worth individuals to facilitate their participation in a tax avoidance scheme known as the Globalcure Scheme. ESS is suing 29 Defendants for the repayment of loans with a total value of approximately £26 million. The Defendants have raised 9 defences to the claims. In particular, they allege that they were induced to participate in the Scheme by fraudulent misrepresentations. Other defences include allegations of an unlawful means conspiracy, illegality, mutual mistake, unfair credit relationship and an assertion that the Scheme was an unregulated collective investment scheme. During the course of the proceedings Stuart has successfully opposed the Defendants’ application for a Group Litigation Order. The claim was compromised.

  In Gudavadze v Carlina Overseas Corporation Stuart acted for a Cayman Islands subsidiary of the State Oil Company of Azerbaijan in a dispute in the British Virgin Islands over the ownership of the share capital of a company, which was the ultimate owner of a Black Sea oil terminal. The dispute was settled.

  In Thomas v Capita Trustees Limited Stuart acted for 129 claimants in proceedings relating to a film partnership investment scheme, which was marketed to them on the basis that it would provide tax advantages. The claim, which was for approximately £30 million including interest, was settled.

  In Wilson v Dodd [2012] EWHC 3727 (Ch) Stuart obtained judgment for an American investor who was the victim of fraud. The court held that a statement that a third party had invested in a business could amount to a fraudulent misrepresentation.

  In Newton v Edgeley Stuart acted for the defendant to claim for negligent misrepresentation brought by investors in a business which he had started. The trial of the claim took place in November and December 2012 and resulted in the claim being dismissed.

  In JSD Corporation (Pty) Limited v Al Waha PJSC Stuart acted for a Singaporean company seeking to recover the deposit of $4.5 million paid in respect of the purchase of an aircraft. Stuart obtained summary judgment for $3.5 million [2009] EWHC 583 (Ch) and judgment for the remaining $1 million following the trial of the claim [2009] 3376 (Ch). In Aercap Limited v Avia Asset Management [2010] EWHC 2431 (Comm) Stuart acted for the defendant purchaser of an aircraft, which had failed to complete the purchase and was seeking to resist a claim for damages. In Air Partner International SA v TAG Aviation (UK) Limited Stuart acted for a French company seeking damages on the basis that TAG Aviation had failed to provide the flights it had contracted to provide and had been paid for. The claim was based on an allegation that TAG had acted through an agent, which had gone into administration.

  In Investec Bank (UK) Limited v Zulman [2009] EWHC 1590 (Comm) Stuart acted for the defendants to a claim by a bank on a guarantee. The claim raised issues of construction and also rectification. Stuart was successful at first instance and also before the Court of Appeal (Investec Bank (UK) Limited v Zulman [2010] EWCA Civ 536).

  In Finurba Corporate Finance Limited v Azevedo [2011] EWCA Civ 465 Stuart acted for a Portuguese company and a Luxembourg company, which were defendants to a claim involving allegations of fraud. Stuart applied successfully to strike out the claim against them and the decision was upheld on appeal.

  In Harris v Kent [2007] EWHC 463 Stuart acted for the Claimant in a claim for fraudulent breach of trust and obtained judgment for a little over £1.2 million. Stuart’s two-day cross-examination of the principal defendant resulted in findings that the defendant had lied and was guilty of a dishonest breach of trust.

  In Beddow v Cayzer [2007] EWCA Civ 644 Stuart acted for the Defendant to a claim for fraud, breach of contract and breach of trust. Having lost at first instance, Stuart obtained permission to appeal on 18 grounds. The appeal was upheld and the claim dismissed by the Court of Appeal on the hearing of 2 preliminary issues. The decision of the Court of Appeal is one of the most recent authorities on the Pallant v Morgan equity.

  In SEG Umwelt-Service GmbH v M.D.J. Light Brothers (Scrap Processors) Limited Stuart acted for a German company in a dispute concerning a joint venture relating to the recycling of fridges and the safe extraction of chlorofluorocarbons (CFCs). The claim was based on a forensic analysis of documents obtained following an application for pre-action disclosure and was settled on advantageous terms following a mediation.

  In Marlin UK LLC v RFH Limited [2005] EWHC 235 (Ch) Stuart acted for a U.S. company in proceedings against its UK agent, which included allegations of breach of fiduciary duty and misappropriation of trust monies. Orders for an account and the payment of the sums found to be due on the taking of the account were obtained at trial.

  Other relevant cases include Hedley v R & T Swann Limited (a dispute relating to a shareholders’ agreement and the conduct of a director involving allegations of fraud and breach of fiduciary duty), Barratt v Rubicon Software (a dispute relating to the share capital of a software company), Powersafer GmbH v Todt (a claim by a German company for breach of fiduciary duty), Aculab plc v Stevenage Circuits Ltd (a claim relating to the quality and fitness for purpose of printed circuit boards), Orange Aero Ltd v TRT Ltd (a claim relating to the quality and fitness for purpose of second hand parts for Rolls Royce jet engines), Murray v Anchor Trust (a claim for damages for negligent tax advice in relation to an off-shore trust), PCL Transport Ltd v BAAS Planten (a Commercial Court claim relating to a contract for the transportation of plants) andScottish & Newcastle International Ltd v Othon Ghalanos Ltd [2006] EWHC 1039 (Comm), a dispute regarding the construction of Article 5 of Council Regulation (EC) No 44/2001 in the context of a CFR sale of cider to a purchaser in the Republic of Cyprus.

• Company

  Stuart is recommended in both Chambers & Partners and Legal 500 for his work in the field of company law and regularly advises in relation to such matters in England, the Channel Islands, the Isle of Man, the British Virgin Islands and has acted as an expert witness in the United States. He is one of the authors of Blackstone’s Guide to the Companies Act 2006, having written the chapter on derivative claims. Whilst he practises in all areas of contentious company law, Stuart has particular expertise in relation to shareholder disputes (including unfair prejudice petitions and derivative claims), claims against directors and proceedings for the disqualification of directors.

  In Excess Reserves Limited v Tushar Patel and others Stuart acted for the Petitioner, Excess Reserves, a company incorporated in the Cayman Islands. The petition alleged that Alternative Investment Strategies Limited (“AIS”) had been managed in a way that was unfairly prejudicial to Excess Reserves by Mr Patel and companies that he controlled. Excess Reserves sought an order that AIS be wound up on the just and equitable ground. The matter was settled on advantageous terms on 9th March 2022.

  In Paul Allen (Trustee in Bankruptcy of the Deceased Estate of Nadeem Mehar) v Farzana Johal and Manjit Johal Stuart acted for the Respondents, Farzana Johal (“Mrs Johal”) and Manjit Johal (“Mr Johal”). Mrs Johal had been the executrix of the estate of her deceased brother, who had been a director and minority shareholder of a company established by Mr and Mrs Johal. The estate had been found to be insolvent and the trustee in bankruptcy had been appointed. It was discovered that the brother had been defrauding the company and, in proceedings against the trustee in bankruptcy, Mr and Mrs Johal claimed to be subrogated to a lien over the deceased brother’s shareholding (arising under the articles of association of the company) and to liens and mortgages over assets purchased with the proceeds of fraud. Additionally, the trustee threatened unfair prejudice proceedings. A complex confidential settlement agreement was concluded on 30th June 2021.

  In an arbitration under the BVI Arbitration Act 2013, Stuart acted for the Claimant in a dispute concerning the legal ownership of the shares in a BVI company and the actions of the company in removing the Claimant’s name from the company’s register of members. The Claimant was successful and obtained declarations, inter alia, he was the sole registered member of the company. On the basis of the award, the Claimant regained control of the company.

  In Renova Industries Limited v Emerson International Corporation Stuart acted for a group of companies controlled by a prominent Russian businessman in relation to litigation in the BVI. The dispute related to a joint venture in the Russian/CIS energy sector and a failure to place certain assets under the control of the joint venture vehicle.

  Stuart is the architect of the claims presently being brought by approximately 6,000 institutional and retail shareholders of Lloyds TSB against the former directors of that bank in relation to Lloyds’ acquisition of HBOS during the banking crisis (Sharp v Blank and others). The principal allegation is that, in breach of the duties they owed to the shareholders, the directors failed to disclose and/or concealed the true financial circumstances of HBOS at the time.

  In confidential arbitration proceedings between two Ukrainian-owned companies, Stuart is acting for the vendors of the share capital of two companies operating within the agricultural sector of the Ukrainian economy. The claims and counterclaims involve allegations of breaches of warranties contained in the share sale agreements, false accounting and the alleged falsification of figures relating to the assets acquired by the purchaser.

  In Perpetual Media Capital Limited v Marlborough Trust Company Limited and others Stuart advised the directors of a Guernsey trust company in relation to claims brought against them for negligence and breach of fiduciary duties by a company, which they had previously controlled within a complex trust structure. The company had been established to invest in film bridging finance.

  In Gudavadze v Carlina Overseas Corporation Stuart acted for the State Oil Company of Azerbaijan in proceedings in the BVI concerning the ownership of the shares in a BVI company, which is the ultimate owner of an oil terminal on the Black Sea coast of Georgia.

  Stuart has recently given expert evidence on English company law in derivative proceedings brought by institutional shareholders against the directors of BP in the United States following the Deepwater Horizon disaster.

  In Re Sheppy Limited Stuart is acted for a defendant to unfair prejudice proceedings, which involve allegations of fraud and misfeasance. The case settled following a mediation.

  In Re Axonn Media Limited Stuart acted for the Respondents to an unfair prejudice petition and struck out the petition on the basis of an O’Neil v Philips letter.

  In Re Magna Parva Limited Stuart acted for the directors of a technology company in unfair prejudice proceedings. The case settled following a mediation.

  In Building Trade Skills Centres Limited v Jackson Stuart acted for the defendant to a claim by a liquidator for the repayment of a dividend of £2 million. The claim was made on the basis that the payment of the dividend had breached Part 23 of the Companies Act 2006 and raised complex issues of law relating to the consequences of an auditor qualifying his report for any subsequent declaration of a dividend. The claim was settled.

  In Re Flashback Ventures (Fulham) Limited Stuart acted for the defendant to an extremely rare application for his disqualification under section 3 of the Company Directors Disqualification Act 1986. Stuart applied successfully to strike out the claim and obtained an order for costs to be assessed on the indemnity basis.

  In SEG v MDJ Light Bros Stuart acted for a German client in a shareholders’ dispute concerning the management of a joint venture company. The joint venture related to the recycling of fridges and the safe extraction of chlorofluorocarbons (CFCs) using the technology developed by the German company. Stuart applied for and obtained pre-action disclosure prior to issuing unfair prejudice proceedings. The allegations made in those proceedings included breaches of fiduciary duties and breaches of the company’s articles. The matter was settled advantageously following mediation.

  In Kingsway Investment Inc v Falmouth House Freehold Company Limited Stuart again obtained pre-action disclosure in anticipation of the presentation of an unfair prejudice petition. In these same proceedings an injunction was obtained to prevent a meeting of the company taking place otherwise than in accordance with directions given by the court. The proceedings were settled before they came to trial.

  In Hon v Longley, re Porthia Developments Ltd and Croly v Good [2010] EWHC 1 (Ch) Stuart acted for the Defendants to unfair prejudice petitions. The case of Hon v Longley concerned a dispute between the shareholders of Betex Group PLC and was settled after Stuart obtained an order striking out the claims made by two of the three claimants on the basis that they had no locus standi to bring the proceedings. Porthia Developments Limited was settled before it came to trial.

  In Re Stakefield (Midlands) Limited [2010] EWHC 3175 (Ch) and Re Lincoln Castings Limited [2011] All ER (D) 35 (Aug) Stuart acted for the defendants to disqualification proceedings brought by the Secretary of State.

  Stuart appeared in Gardner v Parker [2004] 2 BCLC 554, one of the most recent decision of the Court of Appeal on reflective loss, and successfully petitioned the House of Lords for leave to appeal. The litigation was compromised before that appeal was heard.

  Other relevant company law related cases include Hedley v R&T Swann Limited (advice in relation to a shareholders’ agreement and financial assistance by a company in the purchase of its own shares; a counterclaim for breach of fiduciary duty and fraud) and Winpar Holdings Ltd v Joseph Holt Group plc [2001] 2 BCLC 604 (CA).

• Insolvency

  Recommended in both Legal 500 and Chambers & Partners, Stuart’s expertise extends to all areas of corporate and personal insolvency, although he is particularly focused on contentious insolvency litigation including asset tracing, the setting aside of prior transactions, wrongful and fraudulent trading and directors’ disqualification. He is a contributor to Tolley’s Insolvency Law and a former editor of the Insolvency Service’s Technical Manual. He also lectures extensively on the subject of insolvency.

  In re Nadeem Ahmed Mehar (deceased) Stuart is acting for (a) the former executrix of the estate of her deceased brother and (b) a company controlled by her and her husband in claims against the insolvent estate. The proceedings are complex and multifaceted, including a challenge to the trustee in bankruptcy’s decision to reject the proofs of debt of the former executrix and her company, an application for relief from the effects of Rule 14.16 of the Insolvency (England and Wales) Rules 2016, a claim for declarations that the company is a secured creditor and a claim for devastavit by the trustee in bankruptcy against the former executrix. The proceedings raise complex issues of law including subrogation and the application and effect of exculpatory clauses.

  In re Medway Fuels Limited Stuart is acting for a former director of the company in respect of a claim brought by the liquidator for misfeasance and wrongful trading.

  In Re Emerald Meats (London) Limited Stuart is acting for and advising one of the shareholders and former directors of Emerald Meats (London) Limited regarding the solvent liquidation of the company and the failure of the liquidators to take action against the other former director in relation to the misappropriation and/or misapplication of certain assets of the company. Stuart has successfully challenged and reduced to zero a proof of debt submitted by the other former director and has obtained a direction from the court that various claims against the other former director be assigned to Stuart’s client by the company.

  In Orexim Trading Limited v Mahavir Port and Terminal Limited Stuart is acting for a Maltese company against an Indian company in relation to a complex fraud. Stuart is using section 423 of the Insolvency Act 1986 to set aside a purported sale of the Indian company’s principal asset (a ship).

  In re Bycity Living Limited Stuart is acting for and advising the respondents to a petition seeking the winding up of a company on the just and equitable ground. Stuart obtained a validation oder under section 127 of the Insolvency Act 1986 and an injunction restraining any advertisement of the petition.

  In Anthony James Cole v Liam Howlett and others Stuart advised on the insolvency aspects of an intellectual property dispute after it emerged that the claimant had been adjudged bankrupt during the 1990s. The defendants to the claim are the members of the pop group, The Prodigy.

  In re HS Works Limited (in Liquidation) Stuart acted for and advised a former director of an insolvent company, who was being sued by the liquidators for misfeasance and wrongful trading under sections 212 and 214 of the Insolvency Act 1986. Stuart also advised regarding the possibility of the Secretary of State making an application under the Company Directors Disqualification Act 1986.

  In re Vivek Sharma Stuart acted for and advised a successful businessman regarding bankruptcy proceedings commenced against him by a former friend and business associate. The case involved allegations that documents had been fabricated.

  In Re Ross Ian Lewis Marks (in bankruptcy) Stuart is acting for the wife of a bankrupt in relation to claims by the trustee in bankruptcy to set aside a declaration of trust on the basis that it is sham or, alternatively, a transaction at an undervalue. The proceedings raise accounting issues and also issues relating to an equity of exoneration.

  In Re Horsebrook Holdings Limited Stuart acted for both the director of an insolvent company and another associated company in respect of claims brought by a liquidator for misfeasance and to set aside a transaction on the basis that it was a transaction at an undervalue. The proceedings were settled before the matter came to trial.

  In Re: MC Fabrications Limited Stuart acted for Lloyds Register, which was the respondent to a liquidator’s application under section 213 of the Insolvency Act 1986 (fraudulent trading). The case turned on a very detailed analysis of the insolvent company’s finances. The case was settled shortly before trial on the basis that the liquidator discontinued the proceedings and paid Lloyds Register £550,000 towards its costs.

  In Bramston v Ball [2010] EWHC 299 (Ch) Stuart acted for the liquidator in another application under section 213 Insolvency Act 1986. A freezing injunction was obtained ex parte in support of this application and at trial Stuart obtained judgment against the Respondent (a de facto director) for £532,825.

  Re Edward John Wright-Bevans, re Pravin Zaverchand Shah and Re SGR Rudd are bankruptcy cases in which Stuart is acted for the trustees in bankruptcy seeking to set aside prior transactions under sections 339 and 423 of the Insolvency Act 1986. These cases were settled advantageously before they came to trial.

  In Re: Surinder Kumar Bhardwaj Stuart acted for a trustee in bankruptcy seeking possession and sale of the bankrupt’s home. The case was complicated by the fact that the mortgage over the property had been assigned to a company controlled by the bankrupt’s brother, which was seeking to charge interest on the mortgage advance at a rate of 29%. Additionally, the bankrupt’s daughters were claiming a beneficial interest in the property through their deceased mother’s will (which had been made in India). Stuart was successful in confining the mortgagee to the interest rate that applied at the date of the assignment of the mortgage (ie. the usual commercial rate) and in defeating the daughter’s claim to a beneficial interest in the property.

  Stuart regularly acts for directors in disqualification proceedings. Recent cases include Re Stakefield (Midlands) Limited [2010] EWHC 3175 (Ch) and Re Lincoln Castings Limited [2011] All ER (D) 35 (Aug). In Re Flashback Ventures (Fulham) Limited Stuart acted for the defendant to an extremely rare application for his disqualification under section 3 of the Company Directors Disqualification Act 1986. Stuart applied successfully to strike out the claim and obtained an order for costs to be assessed on the indemnity basis.

  Other relevant insolvency related cases in which Stuart is or has been involved include: re Doffman and Isaacs (an application to remove a trustee in bankruptcy); re Polysindo (UK) Ltd (s. 236 proceedings), Williams v the Official Receiver (obtained declarations and costs against the OR), re Jackson & Co Financial Services (advised on tax implications of the realisation of assets within the estate of an insolvent partnership), re M & C Agricultural Ltd (a dispute with administrators over the validity of a levying of distress) re Ovenden Ltd (administration), re Alexanders of Kensington (administration), re: Britaniacrest Investments Ltd (provisional liquidator), Beckenham MC Ltd v Centralex [2004] BPIR 1112 (application under section 423 of the Insolvency Act 1986), Anglo Manx Bank Ltd v Aitken [2002] BPIR 215 (limitation in bankruptcy); Hurst v Bennett (No. 1) [2001] 2 BCLC 290 CA, Hurst v Bennett (No. 2) [2002] BPIR 102 CA.

  Stuart published an article entitled “Applications under section 213 of the Insolvency Act 1986” in the Autumn 2008 edition of R3’s “Recovery” magazine. Copies of the article are available on request.

Other information

• Recommendations

  Company & Partnership

  Chambers & Partners

  Stuart Adair is instructed in a variety of company law disputes, and has strong credentials in minority shareholder actions and claims against directors. His practice is international in scope, and includes further expertise in insolvency and fraud matters. Strengths: “Very good with clients and so nice to work with.” (2023)

  Strengths: “A good fighter with notable clarity of thought.” (2022)

  Strengths: “Stuart is detailed, meticulous and incredibly helpful. He is exceptionally good.” (2021)

  Legal 500

  ‘He is very knowledgeable in this area and methodical in the presentation of his case which quickly gains the confidence of the court.’ (2023)

  ‘Stuart has a very sharp mind and a thorough knowledge of the law.’ (2022)

  ‘He has a first-class knowledge of company and partnership law and a great ability to dissect the issues in a case, analyse them and apply the law to them.’ (2021)

  Restructuring/Insolvency

  Chambers & Partners

  Stuart Adair is a popular choice for clients seeking high-quality advice on both contentious and non-contentious matters in the insolvency arena. He is frequently instructed in the most litigious disputes and has expertise in cases concerning claims of misfeasance, fraudulent trading and setting aside prior transactions. Strengths: “Stuart is able to think outside the box.”

  Strengths: “He’s charming and a very good advocate.” (2022 – UK and Global)

  Strengths: “Stuart is a brilliant advocate in court – very experienced, knowledgeable and thorough in his work and approach. He’s also very quick in dealing with papers and is very responsive – an absolute pleasure to work with.” (2021 – UK and Global)

  Legal 500

  ‘He is very knowledgeable in this area and methodical and balanced in the presentation of his case.’ (2023)

  ‘Has a very sharp mind and a thorough knowledge of the law and the facts of his cases.’ (2022)

  ‘He has wide knowledge of the law in this field and the ability to get good results for the client.’ (2021)

  Chancery: Commercial

  Chambers & Partners

  “He is realistic and gives good, practical advice.” “Stuart deals with complex points that he expresses well. A formidable and fair opponent, who is very capable.” (2023)

  “Very thorough and meticulous in his approach to legal and factual issues, he always knows his facts and he drills down into the legal issues. He works hard and is very quick to produce excellent quality written work, making himself available when you need him.” (2022 – UK and Global)

  “An experienced barrister who is very creative in developing tailor-made legal strategies.” “A brilliant advocate in court. He is very experienced, knowledgeable and thorough in his work and approach. He’s also very quick in dealing with papers and is an absolute pleasure to work with.” (2021 – UK and Global)

  Commercial Dispute Resolution

  Chambers & Partners

  “Stuart is very capable and impressive. He is a formidable opponent.” (2023)

  “Impressive at advocacy and good on the technical side as well, he is very prompt in all his dealings and a good member of the team. He is user-friendly and provides top-notch advice.” (2022 – UK and Global)

  “A very good advocate who is aggressive when you need him to be and really good at thinking on his feet.” “He develops tailor-made legal strategies and thinks out of the box.” (2021 – UK and Global)

  Legal 500

  ‘Stuart is an exceptional barrister. He is a fantastic advocate – always incredibly well prepared with a manner which resonates well with Judges. He is an incredible cross examiner, combining a calm forensic approach with a hard-nosed aggression. His written work is fantastic, he is responsive and he is altogether a joy to work with.’ (2023)

  ‘Go-to counsel for substantial and complex cases, a definite alternative for a Silk. He is good on his feet and aggressive when he needs to be.’ (2022)

  ‘He is very creative in developing tailor-made legal strategies and regularly demonstrates thinking out-of-the-box approaches.’ (2021)

  Fraud: Civil

  Legal 500

  ‘He is very knowledgeable in this area and methodical and balanced in the presentation of his case which quickly gains the confidence of the Court.’ (2023)

  ‘Tenacious, he fights his corner and is a pleasure to deal with.’ (2022)

  ‘A strong, methodical advocate and able to handle very big disputes – he is at a silk’s level.’ (2021)

• Academic history
  • LLB Exeter
  • Royal Military Academy Sandhurst
  • Fluent French speaker
• Professional memberships
  • Chancery Bar Association
  • Insolvency Lawyers Association
  • Subscriber to R3
  • Bar of The Eastern Caribbean Supreme Court
• Languages

  French (fluent)