Stuart has an extremely successful commercial chancery practice which focuses on commercial litigation, company law, insolvency, fraud, breach of trust and asset tracing.  He is a specialist advocate who is particularly effective in the context of highly contentious litigation.  It is here that his excellent cross-examination skills prove most valuable and effective. The current edition of Legal 500 praises Stuart as “a pleasure to work with and particularly skilled in cross-examination” and states that he has “excellent procedural knowledge”.

Stuart is recommended by Chambers & Partners and Legal 500 for his work in the field of company law.  He practises in all areas of contentious company law, but has particular expertise in relation to minority shareholder actions (including unfair prejudice petitions and derivative claims) and claims against directors.  He was one of the authors of Blackstone’s Guide to the Companies Act 2006 (he wrote the chapter on derivative claims) and has lectured extensively on company law.  He recently gave expert evidence on English company law in derivative proceedings brought against the directors of BP in the United States.

Stuart is also recommended by both Legal 500 and Chambers & Partners for his work in the field of insolvency, where his expertise extends to all areas of corporate and personal insolvency.  In addition to acting for private clients in this area, he has advised the DTI and appeared in the High Court and before Insolvency Practitioners Tribunals on behalf of the Insolvency Service.  Stuart has particular expertise in the most contentious areas of insolvency litigation, including fraudulent trading, misfeasance and setting aside prior transactions.

Stuart’s impressive court room skills are balanced by a clear understanding of the business context of litigation and the commercial imperatives of his clients.  Chambers & Partners noted that he is “heavyweight and versatile” and “a robust, user-friendly and incisive barrister”, whilst Legal 500 recorded that he is “able, charming and incredibly responsive”.

In addition to appearing in the English courts, Stuart has been called to the bar of the British Virgin Islands and regularly appears in international arbitrations. The current edition of Legal 500 notes that Stuart is A truly excellent junior for offshore commercial litigation and company disputes”.

Areas of experience

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  • Arbitration

    Stuart regularly acts and advises in relation to arbitrations both in the United Kingdom and abroad. The work undertaken includes (a) acting for and advising a French client in relation to a complex series of arbitrations concerning the sale of a super yacht worth in excess of €20 million, (b) acting for a Ukrainian client in an arbitration relating to a share purchase agreement concerning Ukrainian companies in the agricultural sector (US$ 80 million) and acting for a number of Chinese clients in arbitrations concerning agricultural produce and raw materials.

    Stuart 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.

    In Wilson v Dodd [2012] EWHC 3727 (Ch) Stuart obtained judgment for an American investor who was induced to invest in an English business. 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 LimitedStuart 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 Legal 500 for his work in the area of commercial litigation. He undertakes a wide variety of commercial litigation in both England and offshore jurisdictions. Recent cases have included acting for Singaporean and Lithuanian clients in relation to disputes over contracts for the purchase of aircraft, acting for defendants to a claim by a bank on a guarantee, acting for 129 claimants in proceedings relating to a film partnership investment scheme and acting for an American investor who was the victim of fraud. Stuart also recently acted for a subsidiary of the State Oil Company of Azerbaijan in proceedings in the British Virgin Islands. Of particular note is the fact that Stuart is presently acting for thousands of Lloyds shareholders who are suing the former directors of Lloyds TSB in relation to Lloyds’ acquisition of HBOS during the banking crisis. 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 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 is 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 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.

    Most notably, Stuart is presently acting for thousands of shareholders of Lloyds TSB in a claim against the former directors of that bank in relation to the bank’s acquisition of HBOS during the banking crisis.

    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. He is also representing the respondents/defendants to unfair prejudice proceedings and disqualification proceedings in England and advising the defendants to a claim for breach of fiduciary duties brought in Guernsey. Stuart has also recently acted for the defendant to disqualification proceedings brought under section 3 of the Company Directors Disqualification Act 1986 and obtained an order striking out the claim. Such proceedings are extremely rare.

    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 Perpetual Media Capital Limited v Enevoldsen Stuart is advising the former directors of a Guernsey trust company in relation to misfeasance proceedings brought against them in Guernsey in relation to their management of that company. The company was a vehicle for investments in film bridging finance.

    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 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’sRecovery” magazine. Copies of the article are available on request.