John Randall QC

Recent cases

John’s recent experience includes appellate cases concerning:

• Whether English courts have jurisdiction to deal with a restitutionary claim in respect of the purchase money for an abortive sale of land overseas (Hamed v Stevens)
• Adverse Possession over part of a city centre pavement outside a well-known night club, which had not been adopted as public highway, and the admission of fresh evidence on appeal, requiring a re-trial (Balevents v Sartori)
• The operation of section 2, Law of Property (Miscellaneous Provisions) Act 1989 – the previous leading Court of Appeal case explained, and several subsequent first instance cases disapproved (Keay v Morris Homes)
• When testamentary capacity, and knowledge and approval, are to be judged, and whether a first instance case concerning deteriorating testators which had stood since 1883 was correctly decided (Perrins v Holland)
• Proprietary estoppel where the claimant was already party to a declaration of trust in the instrument of acquisition (Clarke v Meadus)

Publications

• ‘Criminal Convictions and the Civil Courts’ (with Matthew Dyson) [2015] Cambridge Law Journal 78
• ‘England’s Splendid Isolation’ in Comparing Tort and Crime (ed. Dyson), 2015 (Cambridge University Press) (with Matthew Dyson)
• ‘Express Termination Clauses in Contracts’ [2014] Cambridge Law Journal 113
• ‘When Louisa Carlill Caught the ‘Flu (Carlill v The Carbolic Smoke Ball Company)’ in Cases that Changed our Lives: Volume 2 (eds McDougall and Wilson), 2014 (LexisNexis Butterworths, London)
• ‘Detinue, Trover & Conversion’ in Historical Foundations of Australian Law – Volume II, Commercial Common Law (eds.) Gleeson, Watson and Peden, 2013 (Federation Press, Sydney) (with Prof Brendan Edgeworth)
• ‘Caparo v Dickman – Legal Celebrity or Jurisprudential Substance’, in Cases that Changed our Lives (ed McDougall), 2010 (LexisNexis Butterworths, London)
• ‘Proprietary estoppel and the common intention constructive trust – Strange bedfellows or a match in the making?’ (2010) 4 Journal of Equity 171
• The Tort of Conversion (with Prof Sarah Green), 2009 (Hart Publishing, Oxford) – finalist in the triennial Inner Temple Book Prize (2011)
• ‘Rethinking the Economic Torts’ (with Prof Simon Deakin) (2009) 72 Modern Law Review 519

Commercial Fraud and Asset Tracing

John has handled many civil fraud claims, for a variety of clients, including:

• most of the nation’s largest brewers acting together to combat wide-scale commercial theft of metal beer kegs (Heineken UK and 4 ors. v City Wholesale and 10 ors.)
• Dyson Technology (one of whose employees who had been taking bribes/kick-backs overseas (Europe & Far East), and putting much of the proceeds into his wife’s name; world-wide freezing injunction for £3.5 million: Dyson Techonology and ors. v Curtis and anor.), and
• a professional football club in administration (whose former chairman had sought to appropriate its valuable land for himself through a complicated series of financial and property transactions: Wrexham AFC v Crucialmove).

John was, by invitation, the key-note speaker at the 2012 annual Midlands Fraud Forum, where he spoke about criminal prosecutors and civil litigators working together to combat fraud.

Although the nature of civil fraud work is that much of it goes unreported, John has reported cases in the field, including:

• Wrexham AFC v Crucialmove [2008] 1 BCLC 508 (Court of Appeal) – Directors’ conflict of interest; breach of fiduciary duties; whether bad faith precluded award of summary judgment; appeal against decision of Norris J successfully resisted; and
• Esprit Telecoms v Fashion Gossip [2000] All ER (D) 1090 (Court of Appeal) – claim for unjust enrichment and conspiracy to deceive; alleged that F had misused a premium rate telephone system provided by E; F contended that E had misjudged the risk of legitimate exploitation by failing to correct an error which it knew to be present; successful appeal against summary judgment in excess of £1 million.

His largest claim to date has been that in Heineken UK and 4 ors. v City Wholesale and 10 ors., a multi-million pound claim (pleaded at >£70M plus exemplary damages) on behalf of claimants who between them constituted >70% of the UK brewing industry against numerous defendants, varying from individuals to the UK subsidiary of a publicly quoted German company, for conspiracy to convert very large quantities of metal beer kegs for commercial profit. A particular feature of this litigation was an unusual level of co-ordination between criminal prosecutors (the CPS) and the legal representatives of the victims (on whose behalf John was instructed).

John has spoken on client confidentiality and English money-laundering laws at an International Bar Association conference on international litigation held in Miami.

Recent Cases:

• Advising and acting in a case arising from allegations of mis-management of the funds of an investment syndicate into which a number of individuals associated with the Middle East had invested significant sums, and in turn alleged wrongdoing on the part of some of the investors in seeking to achieve some ‘self-help’ redress. Various off-shore entities and a number of different overseas jurisdictions are involved.
• Advising and acting for a vehicle leasing company, which alleged the dishonest use of vehicle leasing agreements in respect of very high value motor vehicles (eg Bentleys) in the Liverpool area.

Commercial & Partnership

John has advised on and appeared in numerous company law cases, particularly shareholders’ disputes (including the long-running matter of Ciro Citterio Menswear plc, which involved many court hearings and generated several reported cases), cases concerning the consequences of directors’ breaches of duty, several of which have been reported (including Wrexham AFC v Crucialmove and Re MDA Investment Management Ltd (Nos 1 & 2)), and claims on warranties given in share sale agreements (one of which is reported – Daniel Reeds v EmEss Chemists). John has also dealt with more technical matters, such as obtaining court sanction for companies to reduce their share capital, and giving advice incidental to company sales/take-overs. John has been a Visiting Fellow at the University of New South Wales law school in Sydney since 2004. He is also a frequent speaker at legal seminars in the United Kingdom. In 2012 John received Birmingham Law Society’s ‘Barrister of the Year’ award. John enjoys sport, in particular rugby union (being a keen follower of the Leicester Tigers) and international cricket, travel and music.

Recent Cases:

• Advising and acting in a matter raising issues concerning potential technical errors made when a company re-purchased its own shares (during the period of transition between differing Companies Acts), and whether former shareholders have any entitlement to a share of the proceeds of a potentially highly profitable sale of the company.
• Advising and acting in a substantial dispute between directors/shareholders concerning an agreement about the constitution of a group of companies with minority interests in individual trading subsidiaries, the extent to which new and profitable business was required to be put through a particular company and so forth.
• Advising and acting in a dispute within a family company, concerning allegations of (financial) abuse of a managerial position by one family member, and cross allegations of mis-conduct within the company by another family member.

Contentious Wills, Trusts & Probate

John has advised on and acted in numerous private client cases in these fields. In recent times, his highest profile case in court has been Perrins v Holland [2011] Ch 270. In what is now a leading Court of Appeal case, the appellants launched a root and branch attack on the rule in Parker v Felgate (1883). The case raised fundamental questions of legal principle concerning testamentary capacity, knowledge and approval, and how the legal requirements in respect of those apply to the case of a deteriorating testator. John appeared for the successful Respondents.

John provided expert evidence of English law concerning the legal and beneficial co-ownership of both real and personal property for a Spanish court dealing with civil and criminal proceedings for alleged tax evasion in Palma, Majorca.  The defendants were 2 high net worth individuals, both UK citizens and resident. John’s evidence took the form of a written expert report for the Court on oath (as an Apostille), and then an update/revision of the same following the decision of the Supreme Court in Jones v Kernott. The Case settled on the first day of trial in March 2012.

John has been a Visiting Fellow at the University of New South Wales law school in Sydney since 2004, teaching courses in Advanced Contract, Legal History and Principles and Practice of Advocacy. He is also a frequent speaker at legal seminars in the United Kingdom. In 2012 John received Birmingham Law Society’s ‘Barrister of the Year’ award. John enjoys sport, in particular rugby union (being a keen follower of the Leicester Tigers) and international cricket, travel and music.

Recent Cases:

• Acting for the Claimant in a relatively unusual proprietary estoppel/constructive trust case, where the claimant was already a party to an express declaration of trust in the instrument by which the subject property was originally acquired. John’s first involvement in the case was being briefed to conduct the appeal before Warren J of a Master’s Order striking the claim out, which was successful. The judgment is reported, and a number of articles and case comments have appeared in various legal publications about it. The case recently settled, shortly before the window for trial.
• Providing expert evidence of English law for a Spanish Court on legal and beneficial co-ownership of both real and personal property.
• Advising on a complicated matter concerning interests in and claims to the estate of a deceased, one of whose children (John’s lay client) is himself a solicitor.
• Appearing for the successful Respondents in the leading Court of Appeal case of Perrins v Holland, concerning testamentary capacity, knowledge and approval, and how the legal requirements in respect of those apply to a deteriorating testator.

Insolvency

John has advised on and appeared in numerous insolvency cases both (historically) as a junior and over the past 25 years as a silk. His highest profile case in court in recent years was OBG v Allan, concerning whether and when an invalidly appointed Administrative Receiver can be held liable in trespass, conversion and the economic torts, which John won at trial and lost 3-2 in the House of Lords. Two of the highest profile insolvencies in which John has advised are those of Portsmouth Football Club (2010) Limited (advising the Administrators concerning aspects of the sale of Fratton Park) and of MG Rover Group Limited (advising the liquidators on aspects of pension related issues).

John’s other reported insolvency cases include cases on retention of title clauses, wrongful preferences, transactions at an undervalue, debt subordination agreements, unlawful loans to directors, Insolvency Act provisions concerning pension trustees, the judicial control of Administrators and the effect on a bankrupt of a Tomlin Order entered into by his Trustee. John is an Adjunct Professor at the University of New South Wales law school in Sydney. He is also a frequent speaker at legal seminars in the United Kingdom.

In 2012 John received Birmingham Law Society’s “Barrister of the Year” award. John enjoys sport, in particular rugby union (being a keen follower of the Leicester Tigers) and international cricket, travel and music.

Recent Cases:

• Advising a company director on attacks on various securities granted to him prior to an Administration. The Administrators sought to invoke Insolvency Act provisions concerning wrongful preferences, transactions at an undervalue, and floating charges.
• Advising Administrators of a group of companies concerning the legal attribution of trading receipts as between different group companies, and the consequences for the operation of securities and the pari passu distribution principle.

Professional Liability

John has considerable experience of professional negligence work both (historically) as a junior and over the past 25 years as a silk. He has acted both for and against barristers (including Chancery silks), solicitors, accountants and surveyors, and against engineers, a naval architect and a surgeon. Following the previous property crash, John was involved in a significant number of valuers’/surveyors’ negligence claims for WBBS, Lloyds and other lenders for allegedly negligent over-valuations for mortgage lending purposes. Foster, JJ Dent & ors. v NFU & ors., though only briefly reported, was a 7-week trial of 10 lead cases in a group action by c.130 farmers (with various solicitor defendants too, in a number of cases) for professional negligence in relation to advice on European law and limitation periods tried before Evans-Lombe J.

The very lengthy judgment found for (in effect) most of the group claimants (for whom John appeared). In Moffat v Burges Salmon John was successful before both Neuberger J and the Court of Appeal (reported at [2004] PNLR 13) in the interlocutory legal arguments about the operation of the ‘loss of a chance’ approach to damages where (unusually) there had been a previous case tried. That case went on to final trial before Neuberger J, though it settled (on confidential terms) before the end of the hearing.

Recent Cases:

• Providing second opinion for mortgage lender on extent to which possible to remedy consequences of negligent failings of solicitors in circumstances where a dishonest borrower had ended up obtaining a mortgage advance without having created a legally valid first charge in favour of the lender.
• Advising on and formulating a claim in negligence against solicitors who acted on a sale of development land just at the turn of the market, where a technical defect in the contract had been at least one factor in placing the vendors in a position where they had no commercial alternative but to agree to negotiate a (downward) revision in the sale price.
• Advising claimants on (i) prospects of their claim against consulting engineers for their role in designing their (custom built) house and supervising the construction of the same, where the local water table was high and the mudstone layer above it was breached in the course of construction, and (ii) preparation of their claim for trial.
• Advising a substantial firm of solicitors (on instructions from a well-known London firm) facing a complicated professional negligence claim arising out of previous advisers’ failure to protect the interests of their client properly or effectively in relation to what (it is alleged) should have been very considerable proceeds of sale of development land. The case involves off-shore tax avoidance arrangements, breach of fiduciary duty by previous advisers, and an initially ineffectual English liquidation of an off-shore company.

Real Estate

John has advised and appeared for a number of national house builders and regional property developers over many years, and since the collapse of Lehman Brothers property has become the largest single area of his practice. In addition to his reported cases, John has advised and acted in a substantial number of cases concerning the enforceability or otherwise of contracts for the sale of development land entered into at pre-GFC values, with purchase consideration between £5M and £30M at stake – all of which were resolved without reaching trial.

John has also acted in a number of applications for judicial review with a property law background, including claims against the British Coal Corporation (arising out of its decision to sell land to one developer rather than another), and against the Secretary of State’s decision making on planning appeals (including R v SSE ex parte Centre 21 Ltd – 4 cases, one of which resulted in a highly unusual mandatory order against the Secretary of State).

John was the first silk practising from chambers outside London to be recommended for Real Estate Litigation in the Chambers & Partners UK Guide (2012), and has been so recommended in every year since.  He is also recommended for Property in the 2020 Legal 500 and for Real Estate in the 2019 Who’s Who Legal.  John is an Adjunct Professor at the University of New South Wales law school in Sydney, where he has taught since 2004, teaching courses in Advanced Contract, Legal History and Principles and Practice of Advocacy.  He is also a frequent speaker at legal seminars in the United Kingdom.

Recent Cases:

• Easements over a golf course and other sports and leisure facilities in favour of a time-share resort (Regency Villas v Diamond Resorts).
• Development agreements, restrictive covenants, benefit, release and enforcement of covenants (Bryant Homes Southern v Stein Management).
• Grounds for opposition to renewal of business tenancies, ‘other reason connected with the use or management of the holding’, previous litigation between landlord and tenant (Horne and Meredith Properties v Cox).
• Adverse Possession over part of a city centre pavement outside a well-known night club, which had not been adopted as public highway, and the admission of fresh evidence on appeal, requiring a re-trial (Balevents v Sartori).
• The operation of section 2, Law of Property (Miscellaneous Provisions) Act 1989 – the previous leading Court of Appeal case of Tootal was explained, and several subsequent first instance cases were disapproved (Keay v Morris Homes).
• The true nature and extent of commoners’ rights of grazing, registered under Commons Registration Act 1965 (Hall v Harris).
• Proprietary estoppel where the claimant was already party to a declaration of trust in the instrument of acquisition (Clarke v Meadus).
• Rights of light and the Prescription Act 1832 (Salvage Wharf v G&S Brough).
• The construction and fulfilment of a condition precedent to a valuable put option agreement (Bovis Homes v Persimmon Homes.

Reported Cases

Commercial Fraud and Asset Tracing

Wrexham AFC v Crucialmove [2008] 1 BCLC 508 (CA) – Directors’ conflict of interest; breach of fiduciary duties; whether bad faith precluded award of summary judgment

Esprit Telecom v Fashion Gossip [2000] All ER (D) 1090 (CA) – Unjust enrichment and conspiracy to deceive; Alleged misuse of premium rate telephone system; Summary judgment

Company & Partnership

Hague Plant Ltd v Hague [2015] CP Rep 14 (CA): Companies, directors, breach of fiduciary duty, dishonest assistance, pleadings, amendment

Cobbetts LLP v Hodge [2010] 1 BCLC 30 – ‘Employed partner’ of solicitors’ firm – whether in law a partner – what fiduciary duties owed to the firm – obligation not to make ‘secret profit’ without obtaining fully informed consent – preparatory activity for future employment

Wrexham AFC v Crucialmove [2008] 1 BCLC 508 (CA) – Directors’ conflict of interest; breach of fiduciary duties; whether bad faith precluded award of summary judgment

Mainstream Properties v Young [2005] IRLR 964 (CA) – Directors’ breach of fiduciary duty and taking advantage of corporate opportunities; third party liability for inducing same

Re MDA Investment Management Ltd (Nos 1 & 2) [2005] BCC 783 (Ch D) – Directors’ breach of duty in pre-liquidation transactions concerning the company’s business etc

Thakrar v Ciro Citterio Menswear plc [2002] EWHC 1975 (Morritt V-C) – Unfairly prejudicial conduct; Share valuation; Company entered administration; Compromise of appeal by mediation; Court of Appeal refusing to make agreed Tomlin Order; contractual enforceability of settlement; directions to Administrator under the Insolvency Act

Ciro Citterio Menswear plc v Thakrar [2002] 1 WLR 2217 (Ch D) – Director; Fiduciary duty; Purchase of property with loan from company; Whether unlawful loan constituting misapplication of company funds; Whether giving rise to constructive trust or tracing relief

Re A Company ex parte P [1997] 2 BCLC 1 (Ch D) – Minority shareholder’s petition; Company already subject to a written shareholders’ agreement; Whether petition an abuse of process

Daniel Reeds v EmEss Chemists [1995] CLC 1405 (CA) – Claim on warranties on a share sale agreement

Re Tecnion Investments Ltd [1985] BCLC 434 (CA) – Minority shareholder, alleged unfair prejudice, companies in overseas jurisdictions allegedly controlled by respondents, disclosure of documents in their possession, alter ego companies, piercing the corporate veil

Contentious Wills, Trusts & Probate

Clarke v Meadus [2013] WTLR 199 (Ch D) – Proprietary estoppel, whether precluded because the claimant was party to an express declaration of trust in the purchase deed

Keay v Morris Homes [2012] 1 WLR 2855 (CA) – operation of section 2, Law of Property (Miscellaneous Provisions) Act 1989

Perrins v Holland [2011] Ch 270 (CA) – testamentary capacity, want of knowledge and approval, and the rule in Parker v Felgate (1883)

Ali v Kahn [2009] WTLR 187 (CA) – trusts, co-ownership and the presumption of advancement

Sandhar v Sandhar & Kang Ltd [2008] EWCA Civ 238 (CA) beneficial interests; commercial property; declarations; expert evidence

Griffiths v WE & DT Cave Ltd (1998) 78 P&CR 8 (CA) – Options, valuation, open market value

Sutton v Sutton [1984] Ch 184 (Ch D) – enforceability of interests arising from part performed oral contract; public policy etc

Insolvency & Restructuring

OBG v Allan and 2 other appeals [2008] 1 AC 1 (HL) – Administrative receiver, liability for failure to realize full value of intangible assets, interference with contractual relations, scope of tort of conversion

Re Casa Estates (UK) Ltd (In Liquidation) [2014] 2 BCLC 49 – Corporate Insolvency — Transactions at an Undervalue – Interaction of the Cash-flow and Balance-sheet insolvency tests

Fairfax Gerrard Holdings v Capital Bank plc [2008] 1 Lloyd’s Rep 297 (CA) – Retention of title; Contract terms; Conversion; International trade; Issuing banks; Letters of credit

Re MDA Investment Management Ltd (Nos 1 & 2) [2005] BCC 783 (Ch D) – Directors’ breach of duty in pre-liquidation transactions concerning the company’s business etc

Re SSSL Realisations (2002) Ltd [2005] 1 BCLC 1 (Ch D) – Debts; Indemnities; Liquidation; Pari passu principle; Subordination agreements; Subsidiary companies; Sureties

Re Far East Abrasives Ltd [2003] BPIR 375 (Ch D) – corporate insolvency; creditor’s petition for administration order opposed by company; realisation of assets; discretion

Thakrar v Ciro Citterio Menswear plc [2002] EWHC 1975 (Morritt V-C) – Unfairly prejudicial conduct; Share valuation; Company entered administration; Compromise of appeal by mediation; Court of Appeal refusing to make agreed Tomlin Order; contractual enforceability of settlement; directions to Administrator under the Insolvency Act

Ciro Citterio Menswear plc v Thakrar [2002] 1 WLR 2217 (Ch D) – Director; Fiduciary duty; Purchase of property with loan from company; Whether unlawful loan constituting misapplication of company funds; Whether giving rise to constructive trust or tracing relief

Re Helene plc, SSTI v Forsyth [2000] 2 BCLC 249 (Ch D) – Directors’ disqualification proceedings; Company incorporated in Scotland; Jurisdiction

Re Thirty-Eight Building Ltd (Nos 1 & 2) [1999] 1 BCLC 416 & [2000] 1 BCLC 201 (Ch D) – Preferences; Transfer of property to trust in favour of directors’ family company pension scheme; Meaning of connected person; Exemption for trustee of pension scheme; Applications to rescind, review or vary orders in insolvency

Re Ross (A Bankrupt) [1998] 1 BCLC 56 (CA) – Action by trustee in bankruptcy; Tomlin order; Whether the bankrupt bound by the stay

Re Westmid Packaging Services (No 1) [1995] BCC 203 (Ch D) – Directors Disqualification proceedings – adding an additional respondent out of time – correct procedure

Professional Liability

Moffat v Burges Salmon [2004] PNLR 13 (CA) – Professional negligence; Solicitors; Limitation; Loss of opportunity; Admissibility and exact legal relevance of judgment and order in earlier trial

JJ Dent and ors v National Farmers Union [1999] The Independent July 5 (Ch D) – 7-week trial of 10 lead cases in a group action by c.130 farmers against their union for negligent advice concerning ECJ limitation periods (with various solicitor defendants too in a number of the individual cases)

Real Estate

Regency Villas v Diamond Resorts [2019] AC 553 (Supreme Court): Easements – time-share development – express grant – subject matter of grant rights to use sports and leisure facilities on adjacent land – whether such rights capable of being subject matter of an easement – validity – appeal from Court of Appeal [2017] Ch 516 dismissed and cross-appeal allowed – judgment in Chancery Division [2016] 4 WLR 61 restored

Bryant Homes Southern v Stein Management [2017] 1 P&CR 6 (Ch D) – Development agreements, restrictive covenants, benefit, release and enforcement of covenants

Horne and Meredith Properties v Cox [2014] 2 P & CR 18 (CA) – Business tenancies, grounds for opposition to renewal, ‘other reason connected with the use or management of the holding’, previous litigation between landlord and tenant

Clarke v Meadus [2013] WTLR 199 (Ch D) – Proprietary estoppel, whether precluded because the claimant was party to an express declaration of trust in the purchase deed

Keay v Morris Homes [2012] 1 WLR 2855 (CA) – Operation of section 2, Law of Property (Miscellaneous Provisions) Act 1989

Wickens v Cheval Property [2011] 1 P&CR DG9 (Ch D) – Obligations concerning, and passing of risk in, fixtures and fittings in contract for the sale of land

Salvage Wharf v G&S Brough [2010] Ch 11 (CA) – Rights of light and the Prescription Act 1832

Bovis Homes v Persimmon Homes [2010] NPC 108 (CA) – Construction and fulfillment of a condition precedent to a valuable put option

Commission for the New Towns v JJ Gallagher [2003] 2 P&CR 3 (Ch D) – Highways, presumptions, Inclosure Acts, rights of way

Mills v Blackwell (1999) 78 P&CR DG43 (CA) – Reservation of right of way –  construction of reservation for “vehicles of every description” and for “all purposes” – context of deed as a whole – surrounding circumstances at the time of execution of the deed, including principally the physical layout

Griffiths v WE & DT Cave (1999) 78 P&CR 8 (CA) – Options, valuation, open market value

IDC Group v Clark (1993) 65 P&CR 179 (CA) – Easement, licence, right of escape in the event of fire

Education

Jesus College, Cambridge: B.A. (Hons) 2:1 – 1977 (MA – 1981)

Appointments and Memberships