Bexbes LLP v George & Ors, Court of Appeal - Chancery Division, October 28, 2008, [2008] EWHC 2559 (Ch)

Reporting Judge: [2008] EWHC 2559 (Ch)

President: Bexbes LLP v George & Ors

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Bexbes LLP v George & Ors, Court of Appeal - Chancery Division, October 28, 2008, [2008] EWHC 2559 (Ch)

Neutral Citation Number: [2008] EWHC 2559 (Ch)

Case No: HC07C01745

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

Royal Courts of Justice

Strand, London, WC2A 2LL

Date: 28 October 2008

Before :

THE HON MR JUSTICE ARNOLD

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Between :

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Andrew Ayres (instructed by Bird & Bird) for the Claimant

Paul Nicholls (instructed by Alston Ashby) for the Defendants

Hearing dates: 7-10 October 2008

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JudgmentMr Justice Arnold :

Introduction

1. The Claimant in this claim (``BexBes'') is a limited liability partnership which trades under the name The Business Exchange. It provides services to sellers and buyers of businesses. The First Defendant (``Mr Beer'') and his wife the Second Defendant (``Mrs Beer'') were formerly the owners of the shares in Mike Beer Transport Ltd (``MBT''). Mr and Mrs Beer engaged BexBes to help them sell the shares of MBT, together with both property owned by MBT and property owned by Mr and Mrs Beer's pension fund, the Mike Beer Transport (1998) Directors' Retirement Benefit Scheme (``the Pension Fund''), under a letter of engagement dated 12 August 2005 (``the Engagement Letter''). Subsequently the shares and property were acquired by two companies in the Online Group of companies (``Online''), Pass J Holdings Ltd (``Pass'') and APOL Silva & Orchards Ltd (``APOL'') pursuant to a share sale agreement and two contracts for the sale of land (collectively ``the Disposal''). Mr and Mrs Beer have paid BexBes £45,000 for its services. BexBes claims that it is entitled under the Engagement Letter to a considerably larger sum, but Mr and Mrs Beer dispute this claim.

2. It is convenient to make three observations at the outset. First, both sides have changed their positions over the course of this dispute. Each side seeks to make forensic capital out of the other side's changes of position, while extenuating its own. I do not consider that either side's changes of position are of assistance in resolving this dispute, and I propose to focus exclusively on each side's final position as presented at trial. Similarly, BexBes has complained that Mr and Mrs Beer have been slow in complying with their obligations of disclosure both under terms of the Engagement Letter and under CPR Part 31. Whether this is so or not, it appears that all re...

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