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 http://pharmacy-no-rx.net/levitra_generic.html 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 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  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.
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  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.
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 http://www.eta-i.org/provigil.html 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
Interim Executives (Guernsey) LTD & Others v. Positive Approach Services LTD & Others  EWHC 2867 (Ch)
David 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 http://healthsavy.com/product/phentermine/ 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:
- 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  SCCA15 Seychelles Court of Appeal).
- 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.
- 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
St John’s Chambers is delighted to announce that William Godwin has been appointed Queens Counsel.
The formal silk ceremony will take place on Monday the 13th February 2017 at the Palace of Westminster.
William is an associate member of St John’s, and an expert in commercial and construction litigation and arbitration in both domestic and international arenas.
If you would like to know more, please contact his clerks
View profile: William Godwin
Over the festive period, Chambers will be closed from 4.00pm on Friday, 23rd December and will re-open from 10.00am until 4.00pm on Thursday 29th December through to Friday 30th December.
We will open again for normal business hours on Tuesday, 3th January 2017.
For any emergency enquiries, please see our out of hours numbers.
These updates aim to provide an invaluable resource for keeping up to date with the most important developments in contract law. In this issue Nick Pointon considers when commitment letters become binding following the Commercial Court’s decision in Novus Aviation v Alubaf, and when “close of business” takes place in the London commercial banking sector following the latest decision in the Lehman Brothers litigation. Our newest member of Chambers, Natasha Dzameh reviews several recent decisions, ranging from issues of offer and acceptance considered in Arcardis Consulting v AMEC to the recovery of damages for a loss of chance in McGill v Sports and Entertainment Media Group. Chancery and commercial pupil, Emma Price looks at the recent decision on the Brogden bankers’ claim for bonuses and considers the approach taken by the Court of Appeal to the construction of contracts.
Each case discussed will feature an “In brief…” summary panel, designed to allow those in a hurry to take the most useful points from each case. No case will occupy more than two pages of the update in total. Although authored by litigators, attempts will be made where possible to identify useful points for the non-contentious practitioner too.
Since our next instalment will be due in March 2017, we take this opportunity to wish all readers a merry Christmas and a happy New Year!
These updates are produced in a pdf format for you to download below:
- Contract Law Case Law Update – December 2016
- Contract Law Case Law Update – September 2016
- Contract Law Case Law Update – June 2016
“Its team of highly skilled advocates regularly act in the most prominent, high-value and heavyweight disputes in the region under the instruction of some of the biggest industry players.” Chambers UK (2017)
We are extremely grateful to our clients for providing such positive feedback which has resulted in us achieving ‘Top Ranked Set’ in the 2017 edition of Chambers UK.
41 of our barristers have been ranked across 20 major areas of law, including new rankings in the fields of competition law and Court of Protection. These new areas clearly identify St John’s as specialists in these fields with new addition Matthew O’Regan advising in a wide range of contentious and non-contentious competition law matters, and exceptional chancery barrister Alex Troup adept at handling Court of Protection work.
To find out what our clients say about our highly skilled advocates, please click on the individual areas of law links below.
Agriculture & Rural Affairs
Commercial Dispute Resolution
Court of Protection
Family / Matrimonial
Health & Safety
Real Estate Litigation
Restructuring / Insolvency
Our clerks have been described as extremely approachable, practical and will accommodate client’s needs. Commentary about our specialist teams include:
- “Acts for both claimants and an increasing number of defendants in complex and high-profile claims. The set has an impressive reach in the South West and is praised by solicitors for its established team and ‘undoubtedly good reputation”‘on the Western Circuit. Its members handle a diverse range of challenging cases including catastrophic injury, surgical error and dental negligence.” Clinical Negligence
- “St John’s has a wealth of experience in personal injury work. The set handles all manner of matters for claimants and defendants including accident at work and RTA claims. It has recently seen a sharp increase in industrial disease cases. Sources note that ‘they are very user-friendly and will always go the extra mile for you.’ ” Personal Injury
- “One of Bristol’s leading sets of chambers for company advisory and advocacy work, with its barristers obtaining regular instruction in shareholder disputes, directors’ duties and directors’ disqualification cases. The set is praised by sources for its provision of ‘commercially minded advice’ and the ‘professional and incredibly flexible’ attitude of its barristers.” Company
- “One of the leading chancery chambers on the Western Circuit, and is described as a very good set with contentious probate barristers who have very good knowledge of this area. It has a particular strength in traditional chancery, particularly complex property litigation, contentious trusts and inheritance disputes.” Chancery
- “St John’s Chambers has unmatched firepower in this area. It is the foremost specialist construction chambers on the Western Circuit, with a notable profile in the South Wales market. Its team of highly skilled advocates regularly acts in the most prominent, high-value and heavyweight disputes in the region under the instruction of some of the biggest industry players. Members of St John’s demonstrate prowess across a broad range of construction matters including claims of defects, arbitration appeals and professional negligence-related cases.” Construction & Engineering
- “Respected chambers with a growing commercial practice, praised for its consideration of practicalities such as costs and funding. One impressed interviewee states: ‘They have the feel of a heavyweight set and they are imaginative in offering solutions to help you settle a case.’ “ Commercial Dispute Resolution
- “This outstanding set houses a dedicated team of property practitioners who work across a broad spectrum of commercial and residential property matters, handling such matters as development issues and agricultural disputes. ‘I find that they just go a bit further for the client.They dig deep, try hard for the clients, are thorough and look for a solution.’ ” Property & Real Estate
- “A very strong Bristol-based team capable of representing clients across the full spectrum of family law matters. Offers a robust matrimonial finance practice and has also built up significant experience in private and public ADR proceedings. The set is also highly regarded for its forward-thinking approach to client service.” Family Law
- “St John’s Chambers fields a substantial team, covering all the main contentious and non-contentious partnership bases and offering not only litigation, but also arbitration and mediation expertise. The set is especially noted for its handling of insolvency issues and is also particularly skilled in the farming, property and technology partnership spheres.” Partnership
Before undertaking pupillage Natasha obtained a wealth of advocacy experience having represented clients at more than 600 hearings as a County Court Advocate in the fields of commercial, chancery and general civil law. She obtained an LLM (Distinction) in International Commercial Law and is now a specialist commercial and chancery barrister. Natasha has successfully appeared in trials and interim applications in a broad range of commercial and chancery matters. She regularly receives instructions requesting opinions and pleadings.
During pupillage Natasha received instructions relating to construction, commercial disputes, court of protection, insolvency, landlord and tenant (residential and mixed use), property and trespass matters. This consisted of representing clients at hearings, writing opinions and drafting pleadings. She marshalled http://www.buyambienguide.com with HHJ McCahill QC in the Chancery Division of Bristol District Registry and attended the Court of Appeal on the appeal from Davy v Pickering and others  EWHC 380 (Ch). She also attended court and conferences with Leslie Blohm QC.
Natasha recently co-authored an article with John Dickinson in the September edition of the Trusts and Estates Law and Tax Journal analysing the case of Amiee Shannon Steed (a Child by her litigation friend, Marilyn Joy Winn) v Christopher John Steed (2016).
Download article: Wills: At Your Disposal?
Leslie Blohm QC, Head of Commercial and Chancery Practice Group said: “We have all been impressed by Natasha’s ability, enthusiasm and personality demonstrated during pupillage, and look forward to working with her as a valued member of the department.”
If you would like to discuss instructing Natasha, please contact her clerks on 0117 923 4740 or e-mail .
View profile: Natasha Dzameh