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

MRL submits that a percentage of the benefit of the management fees is an unjust enrichment, that is an incontrovertible benefit to Musst at the expense of Matrix which it is unjust for Musst to retain without paying a percentage of it to Matrix. It follows from the ruling on limitation above that insofar as any moneys were received on or before 4 September 2014 that they are statute barred.

MRL submits that the dominant part of the introductions was by Matrix and not Musst. In that regard, they submit as regards The Observatory that the introducer was Ms Galligan whilst at Matrix. They particularly advert to the fact that she had some connection with the Observatory prior to Ms Galligan reaching out to Mr Septon in April 2012, whereas any connection of Mr Siddiqi was tenuous, perhaps a chance encounter at a conference or conferences. Ms Galligan thereafter did set up the first telephone discussion in April 2012 which then took place on 21 May 2012 (involving Mr Siddiqi, Mr Mathur, Ms Galligan and Mr Septon) and the next one between the same people on 2 July 2012. They particularly stress the meeting in September in New York which she attended without Mr Siddiqi. There is also the role of Matrix more generally in dealing with distribution.

Musst relies on the cumulative importance of the eight points at para. 59 above including the coordinating role of Mr Siddiqi, the fact that Mr Siddiqi introduced the AMCo fund to Mr Matrix, Mr Siddiqi’s assistance on the initial presentation to Mr Mathur. Whilst Mr Siddiqi was not in attendance in September 2012 at New York with Mr Septon (he had a visa problem), and whilst he was not in attendance at a meeting in October 2012 with LGT (he was not informed of it and he was in India), he was in attendance personally or on the phone at the major presentations.

By the end of October 2012, Matrix had ceased to trade, going into administration on 6 November 2012. Ms Galligan had transferred to Musst by the end of October 2012. It therefore followed that Matrix did not take The Observatory/2B investment over the line. The December due diligence meeting had to take place. Whilst there was reason to believe that Mr Septon was serious in his consideration to invest (he would not have come to London were he not serious), the meeting was an intensive meeting. Mr Siddiqi’s contribution at that meeting was very important. Thereafter, it was necessary for Musst to negotiate with Octave an agreement whereby money would be paid to Musst among other things management fees. This was not achieved until April 2013.

On the basis that there has to be an overall assessment of the respective contributions of Musst and Matrix, I conclude that the greater share should be that of Musst, but a substantial proportion should be paid to Matrix. This is because ultimately it was the technical expertise of Mr Siddiqi and ability to present which came from his deep immersion in the product. It was this which ultimately triggered the decision of Mr Septon to proceed, especially in the discussions of 21 May, 2 July and 4 December 2012.

Further, the insolvency of Matrix and its inability to take the project over the line which occurred in the lead up to and in the due diligence meeting of 4 December 2012, which was not a formality, all militate in favour of a higher percentage in favour of Musst. The Court also takes into account the sustained efforts on the part of Musst which led to the making of an agreement between Musst and Octave in April 2013. Not only was there an ability to negotiate this agreement, which was the source of the money which was paid to Musst, but also this was itself a recognition on the part of Octave and that Mr Siddiqi was the person who introduced the AMCo fund and Mr Mathur to Matrix. There was therefore only one agreement of Octave to pay one fee to Musst who would then pay any share of it on. In the circumstances, I am satisfied in respect of The Observatory/2B that there should be an apportionment of 60% Musst and 40% Matrix and through Matrix, to its assignee MRL.

As regards LGT/Crown, I treat the contribution of Mr Elliott on behalf of Matrix and the marketing and preparatory steps generally of Matrix as significant. He set up the meeting in Switzerland of 15 May 2012, he had a meeting in October 2012 without Mr Siddiqi being present, and it is significant that even after the cessation of trading of Musst, there was discussion about his continuing to be involved and to be paid. As set out above, it is not clear that Mr Elliott “jumped the gun”, but even if he did, the fact is that he made the initial contact, and, for whatever reason, Musst thereafter treated himself as the point of contact. In the case of MRL, the involvement of Mr Elliott was such that it ought to be reflected by a significant percentage.

Despite this, here too, Mr Siddiqi’s contribution in respect of technical expertise was significant. I take into account the first five points of the eight points referred to at para. 59 above.

Whilst not diminishing the role of Mr Elliott, the time trajectory of the investment of LGT/Crown is very different from that of The Observatory/2B. That is because as at the time when Matrix ceased to trade, the prospect of an investment was more distant in respect of LGT/Crown than in respect of The Observatory/2B. There have been identified a large number of calls and meetings between November 2012 and June 2013, when the investment of LGT/Crown was made. These calls and meetings were mainly due to the involvement of Mr Siddiqi and Ms Galligan now acting for Musst.

The submission of Musst is that the court should find there was no significant contribution on the part of Matrix. In part, that is due to a characterisation that the court has rejected of a very limited involvement of Mr Elliott. More significantly, it is because Matrix ceased to be involved many months prior to the investment being made, and when so much remained to be done to interest LGT/Crown in making the investment and finally getting them over the line. The large number of calls and meetings after the demise of Matrix evidences that the contribution of Matrix was much less substantial in respect of LGT/Crown than in respect The Observatory/2B.

Taking into account all of the above, in respect of the management fees in respect of LGT/Crown, I assess the respective contributions of Musst as being 80% and Matrix as 20%.