Andrew Green v HSBC UK Bank PLC

A Master may retain case management of a commercial and equitable claim unless its complexity makes transfer to a High Court Judge appropriate. A concluded interlocutory decision cannot be reopened through case-management applications; the proper route is an appeal. The Bills of Exchange Act 1882 does not impose a freestanding duty merely because an entity possesses a bill. Any duty to present it or act as a collecting bank must arise from contract, common law or equity, although the Act may regulate performance. Pleaded facts may support alternative legal causes of action without separately pleading every legal characterisation, subject to procedural fairness. Joinder requires an arguable case with a real prospect of success or a justifying case-management basis. Corporate officers are not ordinarily liable for the company’s obligations, and inaction is actionable only where a duty to act exists.

The claimant brought proceedings against the defendant bank concerning an asserted bond and alleged obligations to present it. Following earlier interlocutory decisions, he applied for case management to be transferred from a Master to a High Court Judge or for the claim to be transferred to the Chancery Division. He also sought to rely on alternative common-law and equitable bases for the bank’s alleged obligations.

The claimant separately applied under Civil Procedure Rules 1998, rule 19.2, to join the bank’s chief executive officer as a defendant, alleging inactivity, acquiescence and failure to intervene. The court considered whether either application should succeed and whether the joinder application was totally without merit.

1. Transfer and reopening of earlier decision. The application to transfer case management or the proceedings was refused. The claimant’s arguments concerning the prior ruling on the Bills of Exchange Act 1882 amounted to an attempted collateral challenge. That ruling had been reasoned and embodied in an order. The proper route was an appeal, and the time for appealing had expired.
2. Bills of exchange obligations. The Act does not impose an obligation merely because an entity possesses a bill of exchange. The relevant question is whether the entity owes the claimant an obligation to present it. That obligation may arise in contract, common law or equity. If such an obligation exists, the Act may prescribe how it is to be performed and the consequences of non-performance. Whether the bank assumed such an obligation, including as a collecting bank, remained unresolved.
3. Case management and pleading. Commercial and equitable issues can ordinarily be case-managed in the King’s Bench Division by a Master. Transfer is justified only where particular complexity makes High Court Judge management appropriate. The claimant’s Part 8 claim had been stayed and transferred by the Chancery Division; it provided no basis for transferring the active proceedings. At this early stage, the pleaded facts could support alternative submissions based on fiduciary obligation, equity or bailment. The particulars of claim were therefore deemed amended to include those alternatives, without granting a general permission to amend.
4. Joinder. The application to join the chief executive officer was refused and declared totally without merit. There was no apparent connection between him and the 2022 decision concerning presentation of the asserted bond. Inaction ordinarily gives rise to no claim unless a duty to act exists, applying the principle illustrated by N v Poole Borough Council [2019] UKSC 25 and YXA v Wolverhampton CC [2023] UKSC 52. The asserted corporate governance code could not create an enforceable legal obligation. The corporate veil ordinarily protected an officer from liability for the company’s obligations, subject to a direct freestanding wrong or relevant personal involvement in inducing the company’s wrongdoing, neither of which was alleged with an arguable basis.

Not an appeal. The judgment records earlier interlocutory decisions, including a ruling on the Bills of Exchange Act 1882 and a Chancery Division order staying and transferring a related Part 8 claim.