Akkurate Limited (in liquidation) & Ors v John Christopher Richmond & Anor

The defendants applied for reverse summary judgment and/or strike out under CPR 24.2 and CPR 3.4 against claims made by the company in compulsory liquidation and its joint liquidators. The court applied the usual summary judgment principles (including the real prospect test) and concluded that there are substantial, fact‑intensive disputes which cannot properly be resolved without a full trial. Key legal issues were whether a 2019 settlement deed extinguished later claims, whether fiduciary duties (including duties not to self‑deal under ss.170–177 Companies Act 2006) could continue or arise in the liquidation context, whether there was a recoverable misrepresentation inducing the 2019 settlement, and whether dishonest assistance and unlawful means conspiracy claims had a real prospect of success.

The judge refused the applications because (i) the construction of the 2019 settlement deed raised real prospect arguments and was closely connected to disputed factual matters, (ii) the alleged breaches of fiduciary duty in relation to sale and exploitation of the trademarks involved contested contemporaneous documents and credibility issues unsuitable for summary disposal, (iii) the stock claim raised Italian law and factual disputes requiring fuller investigation, and (iv) the misrepresentation, dishonest assistance and conspiracy claims all disclosed at least a real prospect of success and were intertwined with other live issues. The application was therefore dismissed and the claims will proceed to trial.

Background and parties: The company Akkurate Limited went into compulsory liquidation on 18 May 2015. The claimants are Akkurate in liquidation and its joint liquidators; the first defendant is former director John Richmond and the second defendant is Mark Schofield. The liquidators issued proceedings in 2018 alleging misfeasance and fraudulent conduct and obtained a default judgment against a co‑defendant. In May 2019 the liquidators settled their claims against Mr Richmond by a deed of settlement for £850,000 (partially paid). The present proceedings pursue, among other matters, claims that Mr Richmond secretly obtained interests in the companys trademarks and that Mr Schofield dishonestlly assisted him; claims also concern licensee stock and alleged false representations inducing the 2019 settlement.

Nature of the application: The defendants sought reverse summary judgment and/or strike out of the claims. The judge treated the application under the summary judgment and strike‑out rules of the Civil Procedure Rules, applying authorities on the realistic/real prospect test and the courts caution in complex or factually intensive cases.

Issues framed by the court:

• Whether parts or all of the claims against Mr Richmond were discharged by the 2019 settlement deed and, if so, the proper construction of "all claims in the Proceedings" in that deed.
• Whether Mr Richmond owed continuing or post‑liquidation fiduciary duties (and if so their scope) in connection with the trademarks and whether he breached any such duties by acquiring or concealing an interest in purchasers and by exploitation.
• The merits of the stock claim, including whether the company retained rights to licensee stock and whether any misconduct deprived the liquidators of value.
• Whether representations made by Mr Richmond in the run‑up to the 2019 settlement were false, fraudulent and induced the settlement.
• Whether Mr Schofield dishonestly assisted breaches of fiduciary duty and whether unlawful means/conspiracy claims disclosed a real prospect of success.

Courts reasoning and disposition: The judge carried out a detailed constructional and fact‑sensitive analysis of the 2019 settlement deed and concluded there was at least a real prospect that the deed did not bar the present claims, particularly claims founded on conduct after the winding‑up order. On fiduciary duties the court emphasised the fact‑specific nature of fiduciary obligations, noted authorities on continuation or limitation of directors duties post‑liquidation, and found sufficient factual material (contemporaneous emails, agreements, structure charts and inconsistent explanations) to show a real prospect that fiduciary obligations arose or continued in respect of the trademarks and that breaches may be established at trial. The stock claim involved contested facts and foreign (Italian) law issues; summary disposal was inappropriate. The misrepresentation claim (inducing the 2019 settlement) disclosed a real prospect because reliance and inducement by false statements (including about assets and interests) could not be rejected at the summary stage. The dishonest assistance and conspiracy allegations were closely tied to the same core facts and likewise disclosed a real prospect of success. Given the complexity and interrelationship of issues, the judge refused to sever or strike out and directed the matters to trial.

This is a first‑instance judgment. The applications for reverse summary judgment and/or strike out by the defendants are dismissed; no part of the claim is struck out. The judge held that the claims raise numerous fact‑intensive issues (including construction of the 2019 settlement deed, continuing or fact‑specific fiduciary obligations, stock entitlements under Italian law, alleged fraudulent misrepresentations and allegations of dishonest assistance and conspiracy) which disclose at least a real prospect of success and therefore cannot be finally resolved on summary judgment or strike out. A trial is required to resolve credibility, contemporaneous documentary evidence and issues of foreign law.