Natasha Dzameh to speak at the BLS Dispute Resolution Conference | 3 July 2018

Bristol Law Society’s “Barrister of the Year 2017”, Natasha Dzameh, will be speaking at the Bristol Law Society’s Dispute Resolution Conference on 3 July 2018. She will be discussing the current position in respect of litigants in person and vexatious litigants as well as providing guidance on how to deal with them. Natasha is a member of our commercial and chancery practice group.

The conference covers a wide variety of hot topics for litigators, particularly those involved in commercial disputes. The speakers are representatives of the Bristol and London Bar, law firms and the judiciary (including QCs).

View: Natasha’s Profile

Download: Dispute Resolution Conference Programme and Delegate Booking Form

To book a place via the BLS complete the Delegate Booking Form and return to Clair Ponting, or send by post to Bristol Law Society, 12 Colston Avenue, Bristol, BS1 4ST

If you would like to instruct Natasha as counsel on a commercial or chancery matter, or as a mediator, please contact her clerks on:  or 0117 923 4740

Natasha Dzameh is now a member of the Commercial Bar Association (COMBAR)

Bristol Law Society’s ‘Barrister of the Year 2017’, Natasha Dzameh, is now a member of the Commercial Bar Association (COMBAR). Unlike many Specialist Bar Associations, admission to membership of COMBAR involves external consideration of an individual’s practice and requires approval by a COMBAR sub-committee.

Natasha has received instructions on a wide variety of commercial cases including banking and finance litigation (Bankers Trust orders, guarantees, hire agreements, indemnity claims, payment instructions etc), construction (defective works, design flaws, latent defects, retention, short measures and validity of pay less notices), company and partnership disputes, debt recovery, equine contracts involving competition level horses, intellectual property, malicious falsehood, sale of goods, supply of goods and services and technology contracts.

Natasha has dealt with consumer credit, conversion, data protection, defamation, dishonest assistance, enforceability concerns, Francovich claims, freezing orders (including worldwide freezing orders), insurance (coverage, undervaluation etc.), interim injunctions, misrepresentation, unjust enrichment and wrongful interference. She is happy to apply her knowledge to specialist sectors such as sports law when required and she has an excellent understanding of carriage contracts. Natasha has been instructed by the GLD’s commercial litigation team and also accepts instructions on international commercial disputes. During pupillage she gained experience of worldwide freezing orders in relation to a US judgment for a sum in excess of $180 million.

View profile: Natasha Dzameh

If you would like to instruct Natasha on a commercial matter, please contact her clerks:   or 0117 923 4740.

St John’s Chambers is presented with ‘Regional Set of the Year 2018’ award at Legal 500 UK Bar Awards

Chief Executive Derek Jenkins and Rob Bocock, Practice Manager at St John’s  Chambers attended the Legal 500 UK Bar 2018 Awards ceremony at The Royal Exchange in London on 22nd February to collect our prestigious award for ‘Regional Set of the Year’.

Derek JenkinsEach year Legal 500 carry out in-depth research across the whole of the UK legal sector to identify the best sets out there, and this award clearly recognises St John’s as a stand out national set.

Thank you to all of our referees for their on-going support, without you this achievement would not have been possible. To view the full results please click here.

Our CEO, Derek Jenkins adds, “We are delighted to have won this prestigious national award which reflects the great work St John’s has achieved and recognises Chambers’ as a leading set.”

St John’s Chambers Family Team Hosts “Fantastic Course”

Nick MillerYesterday; Tuesday 6 February 2018, our Family Finance Team along with a Member from our Commercial & Chancery Team and two external speakers from Tanners and Milsted Langdon spoke at our ‘Constructive use of business structures in Financial Remedy Proceedings’ full day conference at the NOVOTEL City Centre, Bristol.

The day comprised of discussions on cases in which one or both of the partners in a divorce own a business and dealt with such issues as whether it is possible for both parties to continue to run the business after divorce using dividends to pay maintenance, shareholders’ agreements and S.31 (7A to 7F) Matrimonial Causes Act 1973. The talks encompassed in the day as presented by our speakers included: “But it’s my business (and always has been)”; So how should I structure my limited company or LLP?; Businesses in financial relief proceedings; Shareholder Agreements, Unfair Prejudice and Derivative Actions; Making divorce less taxing; Nuptial and Marital Agreements.

St John’s Chambers speakers included: Christopher Sharp QC, Nick Miller, Zoë Saunders, Charlie Newington-Bridges and our two guest speakers; Simon Denton, Partner at Milsted Langdon and Peter Marrow, Partner at Tanners Solicitors. We were delighted to be able to open the conference to both solicitors and accountants as talks included information and updates on eventual sharing of the sale proceeds of a business combined with cessation of maintenance.

Delegates gave excellent feedback including:

“Very helpful day thank you – linking those areas and highlighting this was really useful.”

 “Great thank you! Really useful and very well thought through as a comprehensive day’s course.”

 “Excellent – well worth the trip from South Wales!”

You can follow the live tweets from the day by searching #SJCFamily2018 on Twitter.

“The quality, range and professionalism of both solicitors and barristers in Bristol now rivals anything that other centres – including London – can offer.” Leslie Blohm QC on the new Business and Property Courts in Bristol

Leslie Blohm QCLeslie Blohm QC, Deputy Head of Chambers and Member of our Commercial & Chancery Team recently published an article within Lexis Nexis on ‘The Business and Property Courts in Bristol, as seen from the Bar.’ He explains to readers that the new Business and Property Courts can be viewed as a way in which to move forward and leave behind divisional differences created by litigation straddling the boundaries of being managed and tried in the same Courts.

Lord Justice Briggs notes that there are no cases too big for regional centres within the Civil Courts Structure Review further backed by Leslie who states “The regions are a pressure valve for increasing work in the system, directing more and better work out of London.” It is apparent that with the new Business and Property Courts in Bristol cases “can be dealt with more quickly, and with efficiency, with commensurate saving in time and cost.”

He maintains the view that “The quality, range and professionalism of both solicitors and barristers in Bristol now rivals anything that other centres – including London – can offer.”

Read the full article published by Lexis Nexis, January 2018 sponsored by The University of Law: The Business and Property Courts in Bristol, as seen from the Bar

If you wish to instruct Leslie on a Commercial & Chancery matter please contact his clerks on | 0117 923 4740

Natasha Dzameh Winner of Barrister of the Year 2017

It is with great pleasure that we announce the achievement of Natasha Dzameh, one of our Commercial & Chancery barristers, in winning the Bristol Law Society’s “Barrister of the Year 2017” award last night. She was lauded as an excellent lawyer and was also commended on her client service skills. Her accomplishment is demonstrative of the diligence she applies to every case and the priority with which she treats client satisfaction.

Natasha comments on last night’s success “I am delighted to have won the Bristol Law Society’s “Barrister of the Year 2017” Award. This is a surprising and welcome result at such an early stage in my career at the Bar. The support of my colleagues in Chambers, the guidance of my clerks and the level of trust placed in me by my instructing solicitors has been essential to the quick development of my practice. I am very proud to have made a significant impact on the legal community in Bristol.

To instruct Natasha on a Commercial & Chancery matter please contact her clerks on  | 0117 923 4740

St John’s Chambers providing ‘London-quality advice locally’ with ‘a good breadth and depth of expertise’

We are delighted to announce that St John’s Chambers has been recommended as a Top Tier Set in the Western Circuit’s Leading Set by The Legal 500 United Kingdom 2017.

For one solicitor, St John’s Chambers is ‘one of the leading sets in the South West’, providing ‘London-quality advice locally’ with ‘a good breadth and depth of expertise’. We specialise in civil matters and have been noted for our strength in commercial, construction, family, personal injury, clinical negligence, regulatory and public law matters. Inquests and inquiries is another key area for our Chambers’.

Three of our QCs are listed in the Western Circuits “Leading silks” list, The Legal 500 United Kingdom 2017’s guide to outstanding silks nationwide.

Christopher Sharp QC, Family and children law & personal injury and clinical negligence, “He has a brilliant mind that understands the intricacies of any case.”

Leslie Blohm QC, Commercial, banking, insolvency, Chancery law and Property, “He is very grounded but has an air of absolute authority.”

Kathryn Skellorn QC, Family and children law, “Clients are in awe of her.”

In addition to the success of our QC’s, 38 of our barristers are listed in the “Leading juniors” list, The Legal 500 United Kingdom 2017’s guide to outstanding juniors nationwide.

To view further details on our Chambers’ listings please click here

St John’s Commercial team host another successful Contract Law Update Seminar

James Pearce-SmithSt John’s Commercial Team recently ran their second Contract Law Update Seminar of the year. The speakers were James Pearce-Smith, Nicholas Pointon, Charlie Newington-Bridges and guest speaker Dr Ardavan Arzandeh from the University of Bristol. The event was a great success with delegates leaving feedback such as “very informative, easy to follow and useful practical interpretation” and “interesting and broad selection of topics”. You can review the live tweets from the day by searching #ContractLaw17 on Twitter.

Opening the seminar, our Nicholas Pointon spoke about recent developments in relation to the role played by an intention to create legal relations in the formation of contracts in situations of relative informality and how best to guard or argue against this. He was shortly followed by Charlie Newington-Bridges, who offered his thoughts on the current state of the law on contractual interpretation following Wood v Capita Insurance [2017] UKSC 24 with a particular look at the role of contractual intention in the interpretation process.

Guest speaker, Dr Arzandeh discussed the role and relevance of the doctrine of contra proferentem in commercial contracts which had been negotiated between parties with equal bargaining power in the light of the recent Court of Appeal ruling in Persimmon Homes Ltd v Ove Arup.

Finishing off the day, James Pearce-Smith reviewed the state of the law on exercise of contractual discretions following the case of Braganza v BP Shipping, emphasising the need for contractual decision-makers to be able to prove that they had followed a rational process.

James, the head of our Commercial Team, commented: “We were delighted that the talks were so well received, reflecting our efforts to ensure that they were relevant, interesting and intelligible.

Some notes from the seminar are available to download: Rationality, Reasonableness and Abuse & Wood v Capita Insurance Services – the last word in contractual interpretation for the time being

For further information on our upcoming events and to be added to our mailing list please contact: Anita Young, Marketing & Events Coordinator | | 0117 923 4770

Charlie Newington Bridges wins in the Court of Appeal in Monnow Developments v Morgan [2016] EWCA Civ 1437

Charlie Newington-Bridges of St. John’s Chambers was instructed by Neil Morgan, partner at Darwin Gray Solicitors, to represent the successful Respondent, Monnow Developments Limited.Charlie Newington-Bridges

Summary: The Appellant, Mr Morgan, borrowed £250,000 from the Respondent, Monnow Developments, a property development company. The loan was intended to allow Mr Morgan to invest £750,000 in a financial services company, Pure Options, which was an enterprise investment scheme with potential tax benefits for investors. The investment in Pure Options was also in the form of a loan, the terms of which were specified in loan notes. The terms of the loan notes included an interest rate of 8%, but interest was to be paid when cash flow allowed. Pure Options became insolvent before any interest had been paid. Mr Morgan repaid the capital borrowed from Monnow but no interest.

The issue at first instance was whether under the agreement between the Appellant and Monnow, the Appellant was legally obliged to pay interest to Monnow in circumstances where he had received no interest on his loan to Pure Options. He contended that he was not. At first instance it was held that on a proper construction of the agreement Mr Morgan was obliged to pay interest. In the alternative, the Appellant argued that the agreement as drafted failed to reflect the true intention of the parties, namely that no interest should be paid in these circumstances and should be rectified to achieve that result. This counterclaim was also rejected by the judge.

In the appeal, it was submitted on Mr Morgan’s behalf that the judge was wrong on both counts; either he ought to have construed the contract in the Appellant’s favour or, if that was not possible, he should have rectified it to achieve the result that no interest was payable. Elias LJ, giving the leading judgment, found that on the proper construction of the loan agreement between Monnow and Mr Morgan interest was payable at the rate of 8% and that the criteria for rectifying the loan agreement were not satisfied on the facts.

The appeal judgment is interesting in at least three respects. Firstly in relation to interpretation, the court was not prepared to accept arguments that strained the language of the contract and which would lead to artificial results; it placed emphasis on the interpretation that accorded with commercial reality. Secondly, the court was concerned about the use of pre-contractual negotiation documentation in the interpretation case, but nonetheless was prepared to find that certain terms in the pre-contractual negotiations could be used in the interpretation process as they reflected common usage in the background to the contract. Thirdly, on rectification, the court was focussed on the evidence of the parties and their witnesses to determine whether or not there was an outward expression of accord; finding none, it rejected the rectification argument.

View the case commentary: Monnow Developments v Morgan – Charlie Newington Bridges – Case Commentary – June 2017

Read the full article: Monnow Developments v Morgan – Charlie Newington Bridges – Article – June 2017

View Profile: Charlie Newington-Bridges

If you would like to instruct Charlie on a commercial or chancery matter, please contact his clerk on:

or 0117 923 4740

Important ruling on Seychelles company law – case note from David Fletcher

Interim Executives (Guernsey) LTD & Others v. Positive Approach Services LTD & Others [2016] EWHC 2867 (Ch)

David FletcherDavid Fletcher, of our Commercial Dispute Resolution Team acted for the trustees of a Guernsey-based offshore pension scheme in this complex Chancery pension action. The scheme sought to recover pension assets wrongfully removed by a pension-holder.

The pension-holder had executed a Deed agreeing to invest his shareholding in PAS Ltd, a UK company valued at £1m, in a Guernsey pension scheme in order to gain the tax advantages of an offshore pension. The trustees of the scheme took action when they discovered that the shares had been improperly re-registered in the name of the pension-holder and members of his family.

The principal defence to the claim was that there had been mis-selling of the tax advantages of the scheme by marketing agents. This defence failed. In addition a series of technical legal defences were raised asserting that the Trustees, who were Seychelles companies, lacked legal capacity to carry out trust business under Seychelles law, and that the scheme was not properly regulated under Guernsey law. After considering expert evidence on foreign law, these defences failed. The court ordered reimbursement to the trustees of the cash equivalent of the pension assets (£1M).

In giving judgement Richard Spearman QC, sitting as Deputy Judge of the Chancery Division, gave a ruling on a disputed and troublesome issue of statutory interpretation of Seychelles company law, an issue on which there is as yet no ruling from the Seychelles courts, and a point of considerable importance to those carrying on international trust business through the vehicle of a Seychelles-registered International Business Company.

The circumstances which gave rise to this issue of Seychelles corporate law were that in 2011 1XG Ltd, the principal employer for the purposes of the IXG pension scheme, exercised powers to remove the trustees, a dispute having arisen with the Guernsey-based trustees then acting. For the sake of convenience IXG appointed as new trustees two limited companies registered in the Seychelles (“the Seychelles trustees”). The Seychelles trustees continued to act as trustees and, together with other parties were claimants in the Chancery case and sought, amongst other remedies, reimbursement to the pension-holder of the value of the shares which he had wrongly re-registered in his own name. In the course of the litigation the Defendants discovered that the Seychelles trust companies had a limitation in their Memoranda of Association which precluded them from carrying on “trust business”. This was a standard limitation imposed on the registration of all International Business Companies (“IBCs”) in accordance with s.5(1)(c) of the International Business Companies Act 1994 (the “IBCA 1994”) and required to be inserted in all companies’ memoranda by s.12 of that Act.

The Defendants relied on this limitation as a defence to the claim, their case being that it precluded the Seychelles companies from acting as trustees, and that representations ought to be implied from representations made to the pension holder that the trustees would have legal trust powers.

It was contended for the Claimants that there was a complete answer to this defence, namely that s.10(1) of the IBCA 1994, being based on similar provisions in the UK Companies Acts 1985 and 2006, abolished the “ultra vires” rule for the purpose of Seychelles law. The effect of this provision, it was argued, was that a limitation on the powers in a company’s memorandum did not invalidate any act of the company in relation to a third party. The judge’s view however was that the abolition of the ultra vires rule did not completely answer the defence raised, so that it was necessary to determine, as a matter of Seychelles law, the proper meaning of the phrase “trust business”.

The interpretation of the exclusion of “trust business” required a careful analysis of Seychelles legislation since 1994 in relation to international business and trusts. In 1994 the Seychelles emerged as a democracy, and the Seychelles Parliament passed a number of laws designed to promote the Seychelles as a provider of international business and financial services, and to cater for the offshore business sector. Notably, the Seychelles Parliament established the Seychelles International Business Association (“SIBA”), with the objects of monitoring, supervising and ensuring that international business activities are transacted in conformity with the laws of the Seychelles and in such a manner as to maintain the good repute of the Seychelles as a centre for international business activities.

In 1994 the Seychelles Parliament passed a raft of business legislation, in particular (a) the International Business Companies Act (“IBCA”) which established the International Business Company (“IBC”) as the corporate vehicle for all offshore business activities (b) the SIBAA, which as stated established SIBA as the regulatory authority (recently renamed the “FSA”) (c) The International Trusts Act (“ITA”) which introduced the concept of an “international trust” into Seychelles law for the first time. Since the Seychelles legal code was based on the Napoleonic Code Seychelles law prior to 1994 did not recognise the concept of a trust, and a precise definition of the split between legal and beneficial ownership was therefore given in the ITAA

The Claimants contended that having regard to the scheme of the 1994 legislation as a whole, the intention of the Seychelles Parliament in imposing an exclusion on “trust business” in the case of all IBAs, must have been to preclude IBAs from carrying on activities for which they would require a licence from SIBA, namely providing trust services for the formation, registration and administration of international trusts. This construction of s.5(1)(a) the Claimants contended was supported by the following propositions:

  1. A construction that meant that IBAs could not act as trustees of an international trust would be inconsistent with the provisions of the ITAA, since that Act expressly provided that an international trust must have either a resident trustee or an IBC authorised by SIBA to act as trustee. Furthermore s.22(1) of the ITAA also expressly provided that international trusts could be administered by a corporate trustee. It followed that the construction of s.5(1)(c) contended for by the Defendants would be directly in the conflict with the provisions of the ITAA. As a matter of construction this legislation should be considered having regard to the legislative scheme overall and to the context of the legislation. (see Sawyer v R [2016] SCCA15 Seychelles Court of Appeal).
  2. Regard could properly be had to subsequent amending legislation in considering the proper construction of the 1994 Act. In 2009 the IBCAA was enacted, being an Act amending the IBCA. The reference to “trust business” was then replaced by a provision that IBCs should not engage in “international corporate services, international trustee services or foundation services”. “International trustee services” means the business of setting up, administering and organising international trusts. Thus, following the 2009 amendment it became clear that the purpose of the “trust business” exclusion was simply to preclude IBAs when carrying on international trust business from providing trustee services for which a SIBA licence was required, and which were required to be provided by domestic Seychelles companies operating within the Seychelles jurisdiction. It was successfully argued that the 2009 amendment could properly be taken into account in construing the 1994 legislation on the basis that the purpose of that amendment was to clarify the existing law, not to amend it.
  3. The final point relied on by the Claimants was that there could be no discernible purpose in the Seychelles Parliament legislating in 1994 to preclude the newly created IBCs from carrying on international trust business as trustees. This would be counter to the entire purpose of the new legislative regime.

In the result therefore the Chancery court accepted the above legal arguments and ruled that Seychelles IBCs did have capacity to act as trustees of international trusts. This ruling has clarified a point of Seychelles corporate law on which the Seychelles courts have never ruled. It is a helpful ruling in terms of the importance of international business to the economy of the Seychelles.

View profile: David Fletcher

If you would like to instruct David on a related matter please contact his clerks via email