Beveridge & Anor v Quinlan & Ors

The court may make ancillary mandatory orders to ensure that an injunction or other remedy achieves its intended effect. Where parties have contractually assigned rights by way of security and have undertaken to co-operate in realising those rights, the court may require further steps to prevent conduct which frustrates an earlier order. A party cannot ordinarily reserve vague or unidentified foreign-law objections after the underlying rights and obligations have already been determined. Such objections should be raised at the substantive hearing and may be too late, and an abuse of process, when advanced to justify non-compliance with consequential orders.

The claimants were receivers of rights arising from shareholder loans made by the defendants to Ramblas Investments BV. In an earlier Part 8 claim, the court declared that payments relating to those loans were to be made to the receivers and ordered the defendants to give notarised notices to the Spanish insolvency administrator.

The defendants subsequently sent emails which the insolvency administrator treated as objections to giving effect to the notices. The receivers applied urgently for further mandatory orders requiring the defendants to confirm the notices’ validity, withdraw their objections and permit compliance with the earlier order. The central issues were whether further ancillary relief was available, whether the application was sufficiently urgent, and whether possible rights under Spanish law justified refusing relief.

1. Ancillary jurisdiction. The court had power to make ancillary orders necessary to ensure that a remedy, including injunctive relief, was effective. The principle was supported by J Bekhor & Co Ltd v Bilton [1981] QB 923 and Maclaine Watson & Co Ltd v International Tin Council (No 2) [1989] Ch 286.
2. Application to the notices. The defendants’ emails had caused the Spanish insolvency administrator to treat the notices as opposed and had therefore prevented them from achieving the effect contemplated by the original order. The defendants did not challenge the notices’ authenticity. Further orders were consequently appropriate to secure the intended effect of the original relief.
3. Contractual foundation. The defendants had voluntarily assigned their rights and interests in the shareholder loans by way of security. Under clause 13 of the Subordinated Creditors’ Security Agreement, they were obliged to do whatever the receivers required to facilitate realisation of those rights. The notices reflected those contractual obligations. The defendants retained only the contractual right to reassignment upon redemption of the security.
4. Spanish-law objections. The suggested rights arising from the defendants’ inclusion on the Spanish list of creditors could not justify refusing relief because those rights had been assigned for the benefit of the receivers and Edgeworth. Any objection that the notices interfered with Spanish-law rights should have been raised at the February 2019 trial. Raising such matters later, without identifying the supposed rights with clarity, was too late and an abuse of process.
5. The court ordered the defendants to execute further documents in English and Spanish containing the required confirmations and instructions, and to apostille and send them to the insolvency administrator with copies of the judgment and order.

The application followed the court’s earlier Part 8 judgment and order of 21 February 2019, identified as [2019] EWHC 424 (Ch). The present judgment determined the post-judgment application for ancillary mandatory relief.