Adrian Francis

Call 1988

Adrian has a wide-ranging commercial chancery practice, with a strong emphasis on contentious business disputes concerning companies (in particular, shareholder disputes and claims against directors and employees), partnerships and joint ventures, together with all ancillary commercial and property issues, including insolvency, trusts, civil fraud, asset tracing, restraint of trade and breach of confidence.

He has a wealth of experience of high value, complex, international (including offshore) litigation/arbitration, including applications for pre-emptive remedies, and is accustomed to working in large teams across borders with jurisdictional and conflict issues. He has been called to the Bar of the Eastern Caribbean Supreme Court (BVI) and for particular cases in the Isle of Man.

In the 1990s and 2000s, as Junior Counsel to the Crown, Adrian also gained substantial experience of governmental, regulatory and public law work and acted in countless company director disqualifications, public interest petitions and insolvency practitioner tribunal cases. He continues to advise frequently on regulatory and professional negligence issues arising in his fields of practice.

 

  • Cases of interest

    Recent Cases

    Acted for a well known rock musician/songwriter in a dispute with his managers and others concerning misappropriated royalties and protection of copyrights for, and future income streams from, the back catalogues of several rock bands. Legal areas covered: insolvency; intellectual property; trusts; fraud; asset tracing; contract; breach of fiduciary duty.

    Acted for the Claimant on an appeal in BVI proceedings for the recovery of misappropriated assets arising from what is reputed to be the largest failure in Malaysian corporate history. Legal areas covered: Pre-emptive remedies (specifically, asset freezing injunctions and injunctions in support of proprietary claims), civil fraud and asset tracing, insolvency, company law, limitation.

    Acted for a defendant in BVI proceedings concerning a dispute as to ownership of a 50% shareholding in a BVI company formerly controlled by a Russian oligarch, said to be worth US $95 million. Legal areas covered: civil fraud and asset tracing, pre-emptive remedies (specifically, asset freezing, property preservation and charging orders), contempt of court, trusts, enforcement of foreign judgments/arbitral awards.

    Acted for a solicitor’s firm defending complex insolvency proceedings brought by the receivers of a Cayman segregated portfolio company, which administered a litigation finance fund, to recover monies allegedly lent to the firm as part of a large scale fraud (the subject of related High Court and Cayman proceedings). Legal areas covered: insolvency; fraud; contract; agency; restitution; solicitors regulation.

    Acted for the executors of the estate of a minority shareholder in a company owning valuable warehouse premises near Heathrow Airport, who are in a long running dispute with their co-shareholder. Legal areas covered: company law; landlord and tenant; administration of estates.

    Acted for a principal defendant in proceedings brought by the liquidator of a failed chain of flooring suppliers, defending asset stripping allegations and applications for asset freezing injunctions and disclosure orders. Legal areas covered: insolvency; company law; civil fraud and asset tracing.

    Acted in a dispute concerning the mutual rights and obligations of parties to a joint venture concerning a multi-million pound UK property portfolio. Areas covered include: property, partnership, company law, civil fraud, breach of fiduciary duty, professional negligence, taxation.

    Acted for a company in a claim against former directors relating to the grant of onerous commercial leases to connected parties.Areas covered include: company law, breach of fiduciary duty, insolvency, rescission, landlord and tenant.

    Acted in a contractual dispute concerning the sale of an independent financial adviser’s business. Areas covered include: contract, misrepresentation, rectification, restraint of trade, financial services regulation.

    Acted for a well-known TV sports presenter in a contractual dispute concerning certain aborted entertainment events. Areas covered include: contract, media, entertainment and sports.

    Advised in relation to a proposed action against the insurers of a failed solicitors’ firm arising from an aborted initial public offering. Areas covered include: professional negligence, financial services regulation, company law, insolvency, limited liability partnership.

    Acted for an association of UK travel agents in an action against an international airline. Areas covered include: contract, agency, restitution, EU competition law.

    Acted in proceedings concerning the sale of a large hotel at Gatwick Airport. Areas covered include: rectification, contract, restitution, expert determination, abuse of process, accounting.

    Acted in several cases concerning the validity and scope of personal guarantees connected to business and property transactions.

    Acted in a shareholders’ dispute and contributory’s winding up petition in a case concerning misappropriation of assets.

    Acted in disciplinary proceedings brought against an architect.

    Advised in relation to a joint venture for the acquisition of prime commercial property in the City of London. Areas covered include: property, contract, partnership, trusts, breach of fiduciary duty.

    Advised in relation to a failed solicitors practice and acted in proceedings brought against former partners. Areas covered include: landlord and tenant, partnership, limited liability partnership, insolvency.

    Advised banks, trade creditors and debtors in relation to numerous insolvencies. Areas covered include: bankruptcy, liquidation, administration, transaction avoidance, protection and enforcement of security, landlord and tenant.

    Advised on the share allotment obligations of a company contemplating an initial public offering.

    Notable Cases

    IPOC International Growth Fund Ltd -v- L V Finance Group Ltd & Ors

    Acted for a Bermuda-registered fund in a 3 year battle for control of one of Russia’s leading mobile phone companies worth over US$1.5 billion. Dispute over share option and controlling stake in telecoms/property empire, involving allegations of fraud and corruption. Litigation in London, British Virgin Islands, Bermuda, Switzerland, Sweden, Russia, Netherlands and Bahamas.

    Re A Middle Eastern Telecom Operator

    Acted in a shareholders dispute, referred to arbitration, concerning one of postwar Iraq’s first licensed mobile phone operators. Allegations of breach of contract, unfair prejudice and breach of fiduciary duty.

    BAWAG

    Acted for an Austrian Bank in relation to a Cayman liquidation connected with the failure of a leading US broker, Refco. Allegations of fraudulent loans and assistance in false accounting.

    Kamos Finanz –v- SLEC Holdings

    Acted for the German insolvency administrator of a failed German media empire in relation to proceedings in London and Munich concerning the enforcement of a US$235m loan.

    Shaker -v- Mohammed Al-Bedwari & Ors

    Acted on appeal for a claimant seeking an account of profits in relation to a misuse of shares in an Arab American TV business alleged to be held on constructive trust. Resulted in an important Court of Appeal authority on the scope of the reflective loss principle. Also acted in a consequent professional negligence claim arising from the conduct of the proceedings by other counsel at first instance.

    Oxus Mining -v- Templeton

    Acted for the defendants in an action to set aside warrants for shares, worth millions of pounds, on the grounds of failure of consideration.

    Savings & Investment Bank Ltd (In Liquidation) –v- Fincken

    Acted for the defendant in a long-running action brought by the liquidator of a failed Manx Bank for breach of warranty and misrepresentation by reason of alleged non-disclosure of assets. Resulted in three appeals to the Court of Appeal, including two significant decisions on the scope of (a) s.35 Limitation Act; and (b) the “unambiguous impropriety” exception to without prejudice privilege.

    Re Goldman Williams Ltd, City Vintners Ltd & ors

    Acted for the Secretary of State in a series of successful public interest petitions brought against wine investment companies to prevent mis-selling.

    Re VK Vintners Ltd

    Acted for the Official Receiver in a successful trial of consolidated disqualification and wrongful trading proceedings concerning fraudulent evasion of VAT.

    Paz & ors –v- Steele & ors

    Acted for a principal party in long-running complex trust litigation in the Isle of Man and Privy Council concerning the ownership of a management consultancy business. Reputed to be one of the largest ever civil cases there, involving approximately 90 parties, it resulted in an important judgment on the status of protectors in offshore trusts.

    Reported Cases

    Dian AO v Davis Frankel & Mead Commercial Court (Moore-Bick J) [2005] 1 WLR 2951. Part of the IPOC litigation (see notable cases above). An application for inspection of the court file in connected English proceedings. Consideration of the applicable principles on such applications.

    Inland Revenue Commissioners v Blueslate Ltd Ch.D (Hart J) [2003] EWHC 2022. Appeared for the Inland Revenue on an application for pre-action disclosure relating to proposed misfeasance proceedings under the Insolvency Act 1986.

    R (POW Trust) v Chief Executive and Registrar of Companies Administrative Court (Lightman J) [2004] BCC 268. Appeared as amicus curiae on an application for judicial review of/a human rights challenge to decisions of the Registrar of Companies to impose penalties on a charity for failure to file accounts.

    Savings & Investment Bank Ltd (In Liquidation) –v- Fincken. See notable cases above. For first appeal (against refusal to strike out claim) see [1999] WL 33210349. For second appeal (concerning amendment after expiry of the limitation period) see [2001] EWCA Civ 1639, Times 15 Nov 2001. For third appeal (concerning the unambiguous impropriety exception to the without prejudice rule) see [2004] 1 WLR 667.

    Shaker -v- Mohammed Al-Bedwari & Ors. See notable cases above. See [2003] Ch 350 for judgment on the substantive appeal and [2002] EWCA Civ 1900 for the subsequent judgment on costs.

    Re Goldman Williams Ltd, City Vintners Ltd [2001] WL 1676925. See notable cases above.

    Secretary of State for Trade and Industry v Liquid Acquisitions Ltd Ch.D (Lloyd J) [2003] 1 BCLC 375. Another of the wine investment cases, where the company was wound up on a public interest petition for employing sales techniques involving misrepresentation and deceit.

    Duoview v Foxtons Ch.D (HHJ McGonigal) [2001] WL 1903428. Appeared for the claimant in a professional negligence action against letting agents, first on a successful appeal against a strike out application, then subsequently at a successful trial.

    Re VK Vintners Limited [2001] 2 BCLC 235. See notable cases above.

    Gencor ACP Ltd v Dalby Ch.D (Rimer J) [2000] 2 BCLC 734. Appeared for directors on a company’s application for summary judgment on a claim for dishonest misappropriation of assets.

    Secretary of State for Trade and Industry v Guest Ch.D. (Jonathan Parker J) [1999] BPIR 58. Appeared for the Secretary of State on an application to transfer an individual voluntary arrangement from a county court to the High Court, where the court’s jurisdiction was in issue.

    Re Verby Print for Advertising Ltd Ch.D (Neuberger J) [1998] BCC 652. Appeared for the Secretary of State on an appeal against a disqualification order, in which allocation of the burden of proof was considered.

    Re Diamond Computer Systems Ltd Ch.D (Jules Sher QC) [1997] 1 BCLC 174. Appeared for the Official Receiver to successfully defend a strike out application in disqualification proceedings.

    Re Stormont Ltd Ch.D (Lloyd J) [1997] BCC 47. Appeared for the Secretary of State on an application for retrospective leave to issue disqualification proceedings. Consideration of applicable principles on such applications.

    Secretary of State for Trade and Industry v Hickling (HHJ Weeks QC) [1996] BCC 678. Appeared for the Secretary of State in disqualification proceedings concerning the issue of de facto directorship.

    Steele v Paz (1995) 1 Butterworth Offshore Cases 338. See notable cases above.

    Bulbruin Ltd v Romanyszyn CA [1994] RTR 273. Appeared for the defendant in an action to reclaim a vehicle purportedly sold to him by a local authority exercising its statutory powers to dispose of abandoned vehicles under the Road Traffic Regulation Act 1984. Successful appeal establishing that the exercise of the statutory power conferred good title.

    Arab Bank Plc v Mercantile Holdings Ltd Ch.D (Millett J) [1994] Ch. 71. Appeared for the defendant in an action by a bank to enforce its security over commercial leasehold premises in the City of London. Consideration of the legality of a mortgage debenture and the jurisdictional scope of the financial assistance provisions of s.151 Companies Act 1985.

    Re First Express Ltd Ch.D (Hoffmann J) [1991] BCC 782. Appeared for a liquidator on a successful application to set aside an order made ex parte under s.234 Insolvency Act 1986 in favour of administrative receivers and to defend committal proceedings fornon-compliance with the order. Consideration of applicable principles on such applications.

    Re Land and Property Trust Co Plc CA [1991] BCC 459. Appeared for a creditor on an appeal against a non-party costs order made in the companies court in administration proceedings. Consideration of whether permission to appeal was required.

  • Memberships

    Chancery Bar Association

    Commercial Bar Association

  • Education

    WadhamCollege, Oxford: BCL.

    University College of Wales, Aberystwyth: LLB (First Class Hons)

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