Cavendish Corporate Finance LLP v KIMS Property Company Ltd & Anor
2014
CHANCERY DIVISION
United Kingdom
CORAM
- Mark Anderson QC
Areas of Law
- Contract Law
- Commercial Law
- Equity and Trusts
2014
CHANCERY DIVISION
United Kingdom
CORAM
AI Generated Summary
The case revolves around a finance arrangement for a medical project where Cavendish claimed an entitlement to a commission fee under an amended Engagement Letter after Vinci Investments Limited (VIL) withdrew their offer. The court determined Cavendish was neither entitled to the fee nor to rescind the agreement based on alleged misrepresentations, ultimately failing claims for both commission and damages.
Judgment
Mark Anderson QC :
Introduction
This claim arises out of the defendants’ arrangements to finance the first phase of construction of the Kent Institute of Medicine and Surgery (“the Project”). In its early stages the Project was conducted through Nome Properties LLP (“Nome”) but in February 2011 the defendants were incorporated to take it over. The Project was throughout managed by Mr Steven Bernstein, Mr Franz Dickmann and Mr James Dickmann. Most of the correspondence was written by Mr Bernstein, who is a solicitor. He was the principal witness for the defendants.
The claimant specialises in finding finance for such projects and its claim is for a commission due under an engagement with Nome which was novated to the defendants. There is an alternative claim for breach of contract. The claimant’s representatives who had most dealings with this matter were Mr Simon Ramery, Mr Paul Herman and Mr Gordon Hamilton. Mr Ramery gave evidence at the trial.
The claimant and the defendants were represented before me by Mr Paul Sinclair and by Mr Thomas Plewman respectively.
Key players and documents
I shall refer to the defendants as “KIMS” and to the claimant as “Cavendish”. I shall sometimes use the same expressions to refer collectively to the individuals mentioned in paragraphs 1 and 2 respectively.
Other key players were
Vinci plc, the senior company of a very large and prestigious construction group which includes Vinci Investments Limited and Vinci Construction UK Limited. I shall refer to the group and its brand as Vinci and to the two subsidiaries as VIL and VCL.
VIL’s managing director, Mr David Finch.
Harpe Limited, a company incorporated by Mr Rupert Harrison and Mr Geoff Peppiatt who were advisers to KIMS. I shall refer to these individuals and their company collectively as Harpe. Mr Harrison gave evidence at the trial.
StormHarbour Securities LLP (“StormHarbour”), a financial service provider whose Mr Wade Newmark was involved in this transaction and also gave evidence.
Magnetar Investments Ireland Ltd (“Magnetar”), the eventual provider of the finance which Cavendish was retained to raise.
I shall need to make frequent reference to two particular documents and will use the following abbreviations:
“the Engagement Letter”: the letter of 24 th March 2010 by which Nome retained Cavendish’s services and under which this claim for a success fee is brought.
“the September Letter”: a letter dated 12 th September 2011 signed on behalf o