BL-2020-001417 - [2025] EWHC 2487 (Ch)

Whilst the issues have not been dealt with in the order set in the list of issues, for the purpose of making the end position clear to the parties, they will now be answered in that order.

In respect of issue (1),is Musst liable in unjust enrichment in respect of (a) management fees charged to Crown and the percentage received by Musst, (b) management fees charged to 2B and the percentage received by Musst, (c) performance fees charged to Crown and the percentage received by Musst, and (d) performance fees charged to 2B and the percentage received by Musst.

The answers are as follows, namely:

In respect of issue (2), if so, is the claim statute barred in whole or in part? The claim in respect of the management fees is statute barred in part as identified in the answers in (a) and (b) above, that is in respect of receipts prior to 4 September 2014. If there had been a claim in respect of performance fees, it would not have accrued until money was received by Musst, and accordingly, it would not have been statute barred.

In respect of issue (3), does the claim fail because it was not assigned to Musst in that the assignment ought to have been by MAAM to MRL rather than as was the case by MMM to MRL? The answer is that the claim does not fail on this ground.

In respect of issue (4), does the claim fail because whatever rights remained in the relevant Matrix entity, they were transferred to LGBR (or BGL or Mr Reeves) and not to MRL? The answer is that the claim does not fail on this ground.

In respect of issue (5), what is the value of the unjust enrichment, and in particular:

In respect of issue (6), to what extent is MRL liable to make counter-restitution and in what sums? There is no liability for counter-restitution. Insofar as counter-restitution has been used as a word for the costs and expenses incurred in the Musst v Astra action, this is the wrong word. If there had been a liability as regards performance fees, it would have been on the net sums taking into account all costs and expenses incurred by Musst, being not a benefit conferred by Musst on MRL, but the cost of Musst of making its own recovery.

In the event, there is no liability in respect of the moneys recovered by Musst in respect of performance fees either in respect of Crown or 2B. This is because there was no benefit to Musst at the expense of Matrix. The steps taken by Musst to claim and recover moneys from Astra relative to the inactivity of Musst since its truncated activity in 2012 (and if necessary the support by Mr Reeves for Astra including after the assignment to MRL) are intervening actions such as to break any chain of causation between any activity of Matrix in 2012 and the judgment being obtained in late 2021 to 2023. Alternatively, the value of any benefit received by Musst at the expense of Matrix taking this into account all of the above (and over and above the share of the management fees) was nil or negligible.

It had been hoped that it would be possible to tie down the extent of the claim at this stage, but the parties have been unable to agree the figures. It is to be emphasised that the entitlement to a share of the management fees are those which were recovered without action. It is understood that this occurred within the period of the first three years or thereabouts. There is no entitlement to anything recovered or to be recovered as a result of action, whether performance fees or management fees. It may be that there will have to be adjustments in the judgment in the course of working out what sums are due as specific questions may arise in addition to questions of sums. Since it has not been possible to arrive at these matters at this stage, this judgment is provisional and not final until after the further hearing at which it is hoped to be able to finalise the judgment including but not necessarily limited to what were the sums and how the restitutionary claim applies to each sum received.

It remains to thank Counsel for the assistance to the Court which they have provided in the way in which they have conducted the case and particularly for the quality of their written and oral submissions.