James Morgan QC

Commercial & Chancery Litigation

James is instructed in a wide variety of business disputes in the Business and Property Courts and before arbitral tribunals. He is ranked for his commercial expertise in both Chambers UK Bar and The Legal 500 UK Bar being described as a “very persuasive trial advocate” and “an excellent cross-examiner”.

James recently had a topical article published: International commercial litigation after Brexit: uncertainty in a new world. PLC Mag. 2021, 32(2), 22-23.

Recent work and reported cases in this area includes:

• Primus v Triumph [2020] EWCA Civ 1228: appearing for the appellant in a case in which the Court of Appeal considered the legal meaning of “goodwill” in a share purchase agreement
• Uavend v Adsaax & Vistra [2020] EWHC 2073 (Comm): acting for an international trust company in defending an unusual claim for procuring a breach of a commercial contract
• Triumph v Primus [2019] EWHC 2216 (TCC), [2019] Costs LR 1571: acting for an international company in relation to an assessment of damages and costs issues in a multi-million-dollar share warranty dispute arising out of a business sale
• Jones v Hamilton [2019] EWHC 877 (Ch): 5-day hearing in the Business and Property Courts to establish an account of profits arising out of a profit-sharing agreement requiring complex expert accountancy evidence
• Acting in an ICC arbitration arising out of the supply of oil and alleged damage to plant and equipment in West Africa
• Acting in a multi-million pound contractual dispute arising out an agreement for the UK-wide supply of maintenance services
• Appearing in a trial in the Chancery Division for a mortgagee concerning a £3m property portfolio
• Advising and acting on various franchise disputes for both franchisors and franchisees

Civil Fraud & Asset Tracing

James has considerable experience of acting and advising in connection with claims involving complex civil fraud, including breach of fiduciary duty, deceit, bribery, dishonest assistance, knowing receipt and equitable remedies, including those with an international element. He has frequent experience of dealing with freezing injunctions and other interim relief in the context of civil fraud claims.

He regularly speaks on the subject and appears at industry events.

Recent work and reported cases in this area includes:

• Acting for an overseas insolvency practitioner in a multi-million pound claim in deceit arising out of banking services provided to a UK travel company
• Acting for a defendant to a claim in fraud and breach of contract arising out of the sale of a multi-million pound business where it was alleged that there had been bribery for a number of years and concealment of that from the purchasers
• Northampton Borough Council v Cardoza [2019] EWHC 26 (Ch), [2019] BCC 582: successfully acting for the claimant in a high profile 10-day misfeasance and s.423, IA 1986 claim arising out of the affairs of a football league club where a timely injunction application had preserved a significant asset
• Acting for an international security company bringing a breach of duty claim, supported by a freezing order, against a former employee based overseas and involving international elements

• Sharma v Top Brands [2015] EWCA Civ 1140, [2017] 1 All ER 85: appearing for the successful respondents in a case where the Court of Appeal upheld the trial judge’s finding that the breach of duty claim against a former liquidator was not barred by reason of illegality.

• Power v Hodges [2015] EWHC 2931 (Ch), [2015] EWHC 2983 (Ch): obtaining summary judgment and suspended orders for committal on behalf of the liquidators in substantial misfeasance proceedings following the obtaining of freezing orders against the respondents

Acting for claimants in a £1m+ claim for breach of duty, breach of trust and fraud against an international law firm arising out of a Ponzi scheme promoted by one of its former partners.

Company & Partnership

James has a busy and well-established company & partnership law practice and is ranked for expertise in the area by both Chambers UK Bar and The Legal 500 UK Bar it being said that “He has the ear of the court is very confident on his feet”.  This expertise dovetails with his insolvency and directors’ disqualification work, highlighting his particular experience of misfeasance claims in and outside the insolvency context.

James also regularly advises in relation to shareholder disputes and has recent experience of large s.994 petitions, derivative claims and just and equitable winding up petitions.

He has contributed a number of articles to journals including: the relevance of loss in preference type misfeasance claims (Corporate Rescue & Insolvency 2014, 7(3), 123-124); and Directors’ duties in the insolvency context (Insolvency Intelligence 2015, 28(1), 1-5).

Recent work and reported cases in this area includes:

• BNM Parkstone LLP v Khazai [2022] EWHC 345 (Ch): acting for defendants in a 2-week trial concerning allegations of breach of fiduciary duty in the context of membership of an LLP and a form of joint venture agreement
• A range of substantial shareholder (including s.994) and joint venture disputes, including one that recently involved the appointment of a provisional liquidator
• Northampton Borough Council v Cardoza [2019] EWHC 26 (Ch): successfully acting for the claimant in a high profile 10-day misfeasance trial arising out of the affairs of a football league club
• Dickinson v NAL Realisations (Staffordshire) Ltd (in liquidation) [2017] EWHC 28 (Ch): acting for defendants facing claims for breach of duty, under s.423 and under the Companies Act 2006
• Chubb v Rafidain Bank [2017] 7 WLUK 701: acting for an Iraqi bank in relation to an application for a declaration regarding the effect of a scheme of arrangement
• Harris v SSBIS [2014] 1 BCLC 447: appearing in a case concerning the principles to be applied on an application for permission to act under sections 1A and 17 of the Company Directors Disqualification Act 1986.
• Acting for an overseas client in relation to the just and equitable winding up of two English companies that were in deadlock
• Acting in relation to a substantial s.994 petition in the High Court in London, which settled at mediation
• SSBIS v Weston & Williams [2014] EWHC 2933 (Ch): decision of HHJ Cooke as to whether disqualification proceedings were an abuse of process.
• Re Clenaware Systems Ltd [2014] 1 BCLC 447 (CDDA 1986, s.17)
• Cathie v SSBIS [2012] BCC 813 (CDDA, second appeal)
• Mundy v Brown [2011] BPIR 1056 (misfeasance and Quistclose trusts)
• Irwin v Lynch [2011] 1 WLR 1364 (CA) (amendments, limitation and misfeasance)
• Gardiner v SSBERR [2009] BCC 742 (CDDA 1986, s.8A)
• OR v Dhaliwall [2006] 1 BCLC 285 (directors’ disqualification)

Insolvency & Restructuring

James has a leading reputation for handling a wide range of restructuring and insolvency matters. A client quoted in Chambers UK Bar 2021 describes him as “For anything complex he is a go-to silk. Technically he’s fantastic, he’s one of the best prepared barristers I have ever come across and nothing fazes him in court. He’s a very persuasive advocate and has the ear of the court.”

He has contributed a number of articles to journals including: The relevance of loss in preference type misfeasance claims (Corporate Rescue & Insolvency 2014, 7(3), 123-124); Directors’ duties in the insolvency context (Insolvency Intelligence 2015, 28(1), 1-5) and Commercial Rent Arrears Recovery and Administration: Questions as to Timing, Security and Priorities (Insolvency Intelligence 2020, 33(4), 115-119).

Recent work and reported cases in this area includes:

• Re Li Shu Chung [2021] EWHC 3346 (Ch); [2022] BPIR 507: successfully acting for Hong Kong trustees in bankruptcy in resisting an application for security for costs (before the Chancellor) and then obtaining a recognition order following a trial under the Cross-Border Insolvency Regulations 2006 (before Leech J)
• Re Fowlds [2021] EWHC 2149 (Ch); [2022] 1 WLR 61: appearing on an appeal before Trower J which is now the leading case on “change of position” as a defence to avoidance claims
• Elston v King [2020] EWHC 55 (Ch); [2020] BPIR 501: successfully acting for a trustee in bankruptcy in relation to the operation of the doctrine of common mistake in the context of an income payment agreement entered into by the bankrupt
• Northampton Town BC v Cardoza [2019] EWHC 26 (Ch), [2019] BCC 582: successfully acting for Northampton Borough Council in a £2m+ misfeasance and s.423 claim against former directors of Northampton Town FC following a 10-day trial.
• Re TPS Investments (UK) Ltd [2019] BCLC 61: successfully acting for administrators in defeating an application to remove them on the grounds of a conflict of interest.
• Baltic House Developments Ltd v Wing Keung Cheung [2018] Bus LR 1531: appearing in a contested application for an administration order
• Re Capital Funding One Ltd [2017] EWHC 3567 (Ch): successfully acting for a company in establishing that administrators were invalidly appointed
• Ready Rentals Ltd (in liquidation) v Ahmed [2016] EWHC 1996 (Ch): appearing in a notable case considering the interaction of POCA 2002 and insolvency law in the context of a payment into court
• Re Cosy Seal Insulation Ltd (in administration) [2016] EWHC 1225 (Ch): successfully acting for an administrator in obtaining a judgment from HHJ Behrens for over £1m against a director and connected party for breach of duty and a transaction at an undervalue
• Advising as to the interaction of insolvency and shipping law in the context of the administration of travel companies with various cross-border issues
• Successfully acting for an Irish liquidator in bringing proceedings in the High Court in England in reliance on the provisions in the EC Insolvency Regulation
• Power v Hodges [2015] EWHC 2931 (Ch), [2015] EWHC 2983 (Ch): obtaining summary judgment and suspended orders for committal on behalf of the liquidators in substantial misfeasance proceedings

• Sharma v Top Brands [2015] EWCA Civ 1140, [2017] 1 All ER 85: appearing in a case, in which the Court of Appeal upheld the trial judge’s finding that the breach of duty claim against a former liquidator was not barred by reason of illegality.

• Top Brands v Sharma [2014] EWCA Civ 761, [2015] BPIR 590: acting in an expedited appeal, where the decision upheld the first instance judge’s finding that a former liquidator had no standing to challenge the status of the applicants as creditors, thereby meaning that their misfeasance claim against the former liquidator should proceed
• Re Casa Estates Ltd [2014] BCC 269: appearing in a Court of Appeal case (on a second appeal) concerning the meaning and effect of the “cash flow” and “balance sheet” insolvency tests in section 123 of the Insolvency Act 1986 following the decision of the Supreme Court in Eurosail
• Masters v Furber [2014] BPIR 263: decision of HHJ Purle QC that a supervisor of an IVA could, relying in part on a Power of Attorney in his favour, obtain a mandatory injunction requiring the debtor to comply with the terms of the arrangement in relation to the realisation of certain motor vehicles for the benefit of creditors as a whole.
• Re GP Aviation Ltd [2014] 1 WLR 166: acting in a case concerning whether a bare right to appeal was “property” within the meaning of the Insolvency Act 1986 in the context of an application by liquidator for directions as to whether he should assign the right to conduct a tax appeal to the directors of the company.

• Re BXL Services [2012] BCC 657 (appointment of administrators)
• Re Assured & Taurus [2012] BCC 541 (appointment of administrators)
• Cathie v SSBIS [2012] EWCA Civ 739 (CDDA, second appeal)
• Re Stealth Construction [2012] BCLC 297 (preferences)
• Mundy v Brown [2011] BPIR 1056 (misfeasance and Quistclose trusts)
• Hill v Stokes plc [2011] BCC 473 (appointment of administrators)
• Green v Bramston [2011] BPIR 44 (Re Berkeley Applegate application)
• Irwin v Lynch [2011] 1 WLR 1364 (CA) (amendments, limitation and misfeasance)
• Bolsover DC v Ashfield Nominees [2011] BPIR 7 (CA) (council tax, winding up, limitation)
• Dennis Rye Ltd v Bolsover DC [2010] 4 All ER 1140 (CA) (cross-claims and winding up petitions)
• Re Kayley Vending Ltd [2009] BCC 578 (SIP 16 and pre-appointment costs)
• Re International Sections Ltd [2009] BCC 574 (prescribed part)
• Arnold v Williams [2008] BPIR 247 (bankruptcy and appeals against tax assessments)
• Re Britannia Heat (in admin) [2007] BCC 470 (CVA’s and employment law)

Professional Liability

James has experience of acting in claims against solicitors, surveyors, LPA receivers, accountants and financial advisors. He also advises in relation to fraud cases against solicitors and other professionals.

James has particular expertise in relation to claims against solicitors and accountants including those arising out of: release of monies to third parties; entry into unauthorised transactions; failure to secure an interest in a property for a trustee in bankruptcy within the time limits in the Insolvency Act 1986; and failure to advise as to the tax consequences of a transaction.

Crossing James’ insolvency and professional liability work, he acted for applicants in a substantial negligence claim against an insolvency practitioner, which included successful appearances in the Court of Appeal on an expedited appeal and in relation to the thorny issue of the defence of illegality.

Recent work and reported cases in this area includes:

• Acting for claimants in a £1m+ claim for breach of duty, breach of trust and fraud against an international law firm arising out of a Ponzi scheme promoted by one of its former partners, which settled
• Acting for claimants in a claim for breach of duty against a firm of solicitors arising out a property transaction and subsequent litigation, which settled at mediation
• Successfully acting for a number of claimants in a high value High Court claim against solicitors arising out of a corporate transaction
• Acting in High Court claims for a mortgagee against a negligent surveyor and for a liquidator against a firm of solicitors in connection with the entry into an unauthorised property transaction pre-liquidation.
• Sharma v Top Brands [2015] EWCA Civ 1140, [2017] 1 All ER 854: decision of the CA upholding the trial’s judges finding that the breach of duty claim against a former liquidator was not barred by reason of illegality.
• Top Brands v Sharma [2014] EWHC 2753 (Ch) , [2015] 2 All ER 581: decision of HHJ Simon Barker QC finding for applicants in professional liability claim against an insolvency practitioner arising out of the loss of assets which should have been available for distribution to creditors.
• Top Brands v Sharma [2014] EWCA Civ 761, [2015] BPIR 590: decision of the Court of Appeal on an expedited appeal upholding the first instance judge that a former liquidator had no standing to challenge the status of the applicants as creditors, thereby meaning that their professional liability claim against the former liquidator should proceed.
• Nautch v Mortgage Express [2012] EWHC 4136 (Ch): decision of HHJ Purle QC as to construction of mortgagee’s terms and conditions and professional liability of appointed receivers.

Education

Appointments & Memberships

Deputy High Court Judge (Chancery) (2019)

Recorder of the County Court (2010)

Attorney-General’s Panel of Provincial Advocates (appointed 2002; reappointed 2007 and 2012)

London Court of International Arbitration (LCIA)

Chancery Bar Association

Midland Chancery & Commercial Bar Association

Member of R3