Matrix Receivables Limited v Musst Holdings Limited

Summary judgment should be refused where the evidence raises a real, rather than fanciful, prospect of success or where another compelling reason supports a trial. The court should avoid deciding fact-sensitive issues through a mini-trial, particularly where related contractual and restitutionary claims substantially overlap.

An agreement is not necessarily void for uncertainty merely because the parties left the percentage or price to be fixed later. Where services have been performed, the court may be more willing to find a concluded agreement and imply a reasonable term if objective criteria permit. Limitation in unjust enrichment may depend on when the benefit, failed basis and injustice are properly characterised, which may require a full trial.

Matrix Receivables Limited, as assignee of Matrix Money Management Limited, brought contractual and restitutionary claims against Musst Holdings Limited concerning fees arising from introductions to an investment fund.

Musst applied for reverse summary judgment on the contractual claims under CPR 24.2, and for strike-out or summary judgment on the restitutionary claim on limitation grounds. It also alleged abuse of process through collateral attack on an earlier judgment and unauthorised use of documents disclosed in that earlier action. Matrix applied retrospectively for permission to use those documents and for permission to amend to plead deliberate concealment.

The central issues were whether the claims had no real prospect of success, whether limitation could be determined summarily, whether the proceedings constituted an abuse of process, and what consequences followed from the collateral use of disclosed documents.

1. Reverse summary judgment. The applications concerning the 80/20 contractual claim, the alternative contractual claim and the restitutionary claim were refused. The court applied the approach in EasyAir Ltd v Opal Telecom Ltd and related authorities: the question was whether there was a realistic prospect of success, without conducting a mini-trial, and whether any other compelling reason required a trial.
2. The 80/20 claim was supported by the possibility that a bilateral agreement might be established even though a different tripartite case had been advanced in the earlier proceedings. The absence of contemporaneous documents and inconsistencies in the evidence were matters for trial. The overlapping evidence required for the contractual and restitutionary claims was itself a compelling reason against partial summary disposal.
3. The alternative contractual claim raised a triable issue as to whether there was a concluded agreement with the percentage left to be fixed, rather than merely an unenforceable agreement to agree. Where services have been performed, the court is reluctant to strike down an arrangement for uncertainty and may imply a reasonable price or percentage where objective criteria exist.
4. The limitation issue concerning restitution was fact-sensitive. The court had to determine the nature and timing of the benefit, the basis on which it was conferred, when that basis failed, and when retention became unjust. Those matters required evidence and could not safely be resolved summarily.
5. Abuse of process. The collateral-attack argument was dismissed. Matrix was not a party or privy to the earlier proceedings, and the agreements relied upon were sufficiently different. It was not manifestly unfair or contrary to the administration of justice to allow the claims to proceed.
6. Matrix had breached CPR 31.22 by using disclosed documents beyond the original proceedings without permission or consent. The breach was mistaken rather than deliberate or reckless, and no specific or tangible prejudice was shown. Strike-out and retrospective permission were therefore unnecessary, subject to consequential directions concerning return or destruction of improperly retained documents.
7. Permission was granted to amend to plead deliberate concealment. The proposed case had a real prospect of success and would not delay the trial.