Holgate v Addleshaw Goddard (Scotland) LLP

Intra-UK jurisdiction under the Civil Jurisdiction and Judgments Act 1982 is determined by the statutory gateways, construed with regard to relevant European jurisprudence but not necessarily identically. Proceedings relating to an insolvent company are not automatically excluded: the claim must be one within the jurisdiction of the Insolvency and Companies List. An anchor claim issued after the principal claim may confer jurisdiction where the statutory conditions are satisfied, particularly where the procedural rules prevented joinder and separate proceedings risk irreconcilable judgments. For the contractual gateway, the court must identify the principal obligation pleaded and the place where it was performed. Where administrators receive advice as agents for an English company, performance may occur in England even though the advisers and administrators are physically in Scotland. A forum stay should be refused where closely overlapping English proceedings make England the forum best serving efficiency and justice.

The claimant, as assignee of an English company’s claims, sued a Scottish law firm in England for alleged breach of contract, negligence and fiduciary duty arising from advice given during the company’s administration. The defendant sought a declaration that the English court lacked jurisdiction under the Civil Jurisdiction and Judgments Act 1982, alternatively a stay on forum non conveniens grounds.

The claim substantially overlapped with a separate English misfeasance application against the company’s administrators. The issues were whether the claim was excluded by the insolvency provisions, whether jurisdiction arose through an anchor claim or the place of performance of contractual obligations, and whether Scotland was clearly the more appropriate forum.

1. Application dismissed. The claim was within the statutory jurisdictional regime. The EU insolvency exclusion did not apply. The pleaded claim concerned advice by solicitors, not the internal management of the administration or conduct of the administrators. The solicitors had an advisory role and were not responsible for decisions in the administration (paras [45]-[52]).
2. The UK insolvency exclusion was confined to proceedings which could be brought in the Insolvency and Companies List. It did not exclude every claim merely because a party was subject to insolvency proceedings (paras [53]-[58]).
3. Under Schedule 4 rule 5(a), the relevant date for “sued” was the date of issue, following Canada Trust Co v Stolzenberg (No 2). However, an anchor claim issued after the principal claim could retrospectively confer jurisdiction where the joinder difficulty was procedural, the same High Court had jurisdiction over both claims, and avoiding irreconcilable judgments justified that result. Alternatively, the permission application had commenced the anchor claim before the principal claim was issued (paras [79]-[87]). Different capacities in the two claims did not prevent reliance on the anchor provisions (para [88]).
4. For rule 3(a), “matters relating to a contract” had the autonomous meaning used in European jurisprudence. The principal obligation was identified from the pleaded claim. Here, the central complaint was the defendant’s continued advice and representation despite an alleged conflict of interest, not merely assessment of the underlying banking claims (paras [128]-[136]). The obligations were performed in England because the administrators received the advice as agents for an English company, and the underlying claims were English claims to be pursued in England (paras [137]-[141]).
5. It was unnecessary to determine the rule 3(c) gateway. On forum non conveniens, the substantial overlap with the English misfeasance claim, the risk of irreconcilable judgments, and the resulting savings of time and cost made England the appropriate forum. A stay was therefore refused (paras [142]-[150]).

First-instance application in the High Court. No appellate history is stated in the judgment.