Matrix Receivables Limited v Musst Holdings Limited

In an unjust enrichment claim for remuneration for introductions, the benefit may consist of the end-product rather than the services themselves where payment was expected only if investment and related returns materialised. The cause of action then accrues separately as each benefit is received, rather than when the first payment is made. Valuation may properly be by commission where that reflects industry practice and the parties’ understanding.

However, the claimant must establish that the enrichment was obtained at its expense. A mere “but for” causal connection is insufficient. Where substantial intervening events, including independent litigation and conduct undermining the defendant’s recovery, break the causal chain, no restitution is available for the later recovery.

Matrix Receivables Limited, as assignee of Matrix Money Management Limited, claimed a share of management and performance fees received by Musst Holdings Limited from investments introduced to Octave/Astra. The contractual claim was abandoned, leaving claims in unjust enrichment.

The court considered whether the benefit was the provision of services or the end-product of successful investments; when limitation began under section 5 of the Limitation Act 1980; the appropriate basis of valuation; whether the enrichment was obtained at Matrix’s expense; counter-restitution; and whether the assignment was ineffective because another Matrix entity performed the work or the rights had been transferred to LGBR.

1. Nature of the benefit. The arrangement was an end-product case. Matrix expected remuneration by reference to a percentage of management and performance fees, and assumed the risk that no investment or performance fee would arise. The benefit was therefore not valued simply by reference to time spent or services supplied.
2. Limitation. The cause of action accrued when Musst received each benefit. Each receipt generated a separate cause of action. Management-fee receipts before 4 September 2014 were statute barred. Performance-fee claims were not statute barred because the relevant benefits were received later.
3. Valuation. Commission was the appropriate measure because it reflected industry practice, the experts’ evidence, the parties’ expectations and the risk of non-payment. Matrix’s contribution ended when it became insolvent in November 2012. Musst was liable for 40% of qualifying management fees relating to The Observatory/2B and 20% of qualifying management fees relating to LGT/Crown. No fixed fee or retainer was payable.
4. Performance fees and causation. Applying Banque Financière and Investment Trust Companies, the enrichment must have come about because of Matrix’s expense. A “but for” connection was insufficient. Matrix’s truncated involvement was followed by years of work by Musst, extensive and hazardous litigation against Astra, and conduct by Mr Reeves which supported Astra’s position. Those events broke the causal chain. Musst was therefore not enriched at Matrix’s expense in respect of the performance-fee recoveries.
5. Other issues. The assignment by MMM was effective. The alleged transfer to LGBR or another entity was not proved. Counter-restitution did not arise. Had performance-fee liability existed, the benefit would have been calculated net of funding, insurance and unrecovered legal costs incurred to obtain it.

This was a first-instance trial. An earlier application for summary judgment and/or strike out was refused: [2024] EWHC 149 (Ch).