Sharaz Ahmed v Shamran Rehman

An individual officer of a body corporate, including a designated member of an LLP, may be liable for breach of the body’s order or undertaking. Personal committal requires proper proceedings against that individual. The application must name the individual, identify the basis of personal responsibility, and comply with the procedural safeguards in Part 81 of the Civil Procedure Rules 1998. The individual must receive adequate notice, a fair opportunity to obtain representation and answer the case, and the last word. Professional experience does not dispense with those safeguards. Where they are absent, an appellate court may allow the appeal without determining the substantive contempt allegations or the appropriate sentence.

The appellant, a barrister and designated member of Landmark Legal LLP, gave an undertaking in possession proceedings that monies paid by the defendant would be held in Landmark’s client account pending further order. The money was later released to the defendant.

The respondent commenced contempt proceedings naming Landmark alone. Landmark admitted the breach. At a subsequent hearing, HH Judge George treated the issue as including punishment of the appellant personally and imposed six weeks’ imprisonment, with three weeks immediate, together with a £9,000 fine. The appellant had not been named or served as a defendant to the committal application.

The appeal concerned whether he could properly be punished without personal proceedings, adequate notice of the case and sufficient opportunity to obtain representation and present a defence or mitigation.

The Court of Appeal allowed the appeal and directed the appellant’s release from prison. Lord Justice Baker gave the leading judgment, with which Lord Justice Warby agreed.

1. Under Part 81 of the Civil Procedure Rules 1998, the court has power to commit a director or other officer of a body corporate for breach of an order or undertaking. That power extends to designated members of an LLP, which has a legal personality separate from its members: Olympic Council of Asia (No. 2) v Novans Jets [2023] EWHC 276 (Comm). The power may be exercised against an individual only if the committal requirements have been complied with or waived.
2. A committal application relying on a corporate breach must name any individual whose personal committal is sought as a defendant and disclose the basis on which that individual is said to be responsible, including aiding and abetting or wilful failure to take reasonable steps to secure compliance. The application in this case named Landmark alone and did not set out the case against the appellant.
3. An alleged contemnor must be told with sufficient particularity what act or omission is said to constitute contempt. The rules require strict compliance because liberty is at stake: Tuvalu v Philatelic Distribution Corp. Ltd [1990] 1 WLR 926. The appellant was not told of his right to legal representation, reasonable time to obtain representation and legal aid, or his right to remain silent and decline to give evidence. His experience as a lawyer did not remove those requirements.
4. The appellant was also denied the opportunity to reply to adverse submissions. A person at risk of punishment should have the last word.
5. Because the proceedings against the appellant had not been brought in accordance with the rules, the court could not be confident that his responsibility had been fully and fairly evaluated. It was therefore unnecessary and inappropriate to determine the substantive contempt allegations or the sentence. The respondent remained free to bring contempt proceedings against the appellant personally. Lord Justice Warby separately identified the absence of proceedings and the failure to particularise the case, referring to Beggs v Scottish Ministers [2007] UKHL 3.

• Court of Appeal (Civil Division) — In [2023] EWCA Civ 1504, the appeal was allowed on procedural grounds and the appellant was released. The court did not determine the substantive contempt allegations or sentence.
• Guildford County Court — On 24 November 2023, HH Judge George imposed six weeks’ imprisonment, three weeks immediate, and a £9,000 fine on the appellant for breach of an undertaking.