Claim No: BL-2022-002046 - [2025] EWHC 2534 (Ch)

Fecha: 13-Oct-2025

Background to the claim

12.

This section of the judgment is derived in part from Ms Gleyze’s helpful skeleton argument.

13.

PVE Capital LLP (formerly the second defendant) (“the LLP”), PVE Capital Ltd (“the Maltese company”) and PVE Capital Holdings Ltd (formerly the third defendant) (“Holdings”) were part of a hedge fund set up in or around 2009 by the first defendant with the claimant’s assistance. Both the claimant and the first defendant were then experienced financial traders.

14.

The Maltese Company was at the top of the structure of the business, and wholly owning Holdings, which in turn was the managing member of the LLP.

15.

The first defendant was the majority shareholder in the Maltese Company, and sole director of Holdings and a member of the LLP. He was also appointed by Holdings as the person to exercise the powers of the managing member in the LLP.

16.

The claimant was also a member of the LLP and a 15% shareholder in the Maltese Company. The claimant resigned as a member of the LLP on 18 July 2012, his relations with the first defendant having apparently broken down, but he re-joined the LLP on 10 December 2015.

17.

Relations between the claimant and the first defendant apparently broke down for a second time towards the end of 2016 and he was removed (or, on the claimant’s proposed amended case, purportedly, but unsuccessfully, removed) as a member of the LLP by a notice of termination (“the notice of termination”) on 1 December 2016.

18.

The LLP was wound up in May 2018 and was dissolved on 10 October 2024, shortly before the October 2024 hearing before Master Brightwell, and Holdings has also been dissolved.

19.

The business was successful during the period with which the claim is concerned. In particular, the business secured a collateralised debt obligation deal (“the CDO Deal”) during late 2009/early 2010 with Fondazione ENPAM, an Italian Pension Fund (“the pension fund”).

20.

The claimant’s case is that he was instrumental in securing the CDO Deal and that without his professional connections the business and the CDO Deal would not have been viable.

21.

By the CDO Deal, the business (to be precise, the LLP) received annual management fees and was due to be paid performance fees on the relevant maturity dates if the business exceeded the key performance indicators (“the performance fees”). The maturity dates were to be in December 2016 and December 2017, but it appears the monies were paid earlier. (The defendants say that they were received on 9 August 2017, although the claimant suggests that there was a part payment in July 2016)).

22.

The claimant’s position is that the first defendant, either on his own behalf or on behalf of one or more of the companies he represented, repeatedly promised, notably before the date of a deed of adherence, 15% of the (LLP’s) performance fees (“the 15%”) to the claimant in any event, and that the claimant relied on this promise as a basis for his own conduct. The claimant claims, or seeks, by the APOC, to claim, a beneficial interest under a trust in the 15%, or in a proportionate (15%) share of the LLP’s right to receive the performance fees (effectively referred to by the claimant as “the CDO Money Commitment”). He claims alternatively that he ought to be entitled to that property by virtue of proprietary estoppel, or on the basis of a contractual right.

23.

The claimant also makes, or seeks, by the APOC, to make, money claims in respect of what he alleges was the first defendant’s conduct in three distinct periods:

the period described by the parties as “the first period”, that is, until 18 July 2012;

ii)

the period described by the parties as “the intervening period”, that is from 18 July 2012 until 10 December 2015;

iii)

the period described by the parties as “the second period”, which began on 10 December 2015 and may have ended on 1 December 2016 (or, perhaps more properly, on 1 January 2017), on 10 October 2024 (when the LLP was dissolved), or, on the claimant’s case, not at all.

24.

For the purposes of the applications, there are two key documents:

a limited liability partnership agreement relating to the LLP made on 29 September 2010, between Holdings, the first defendant, the claimant and the LLP (“the LLP agreement”);

ii)

a deed of adherence, dated 10 December 2015, between Holdings, the first defendant, the claimant and the LLP, by which the claimant rejoined the LLP (“the deed of adherence”).

25.

The following are key provisions of the LLP agreement:

recitals recorded that:

“The [individual signatories to the LLP agreement] and the Managing Member [(that is, Holdings)] wish to enter into this Agreement to govern their mutual rights and duties and the operation of [the LLP].
[The LLP] has agreed with [those individuals] and the Managing Member that it will comply with and be bound by the provisions of this Agreement insofar as they relate to [the LLP]”;

ii)

by cl.5.2:

“Each Member shall at all times:
…
(D)
conduct himself in a proper and responsible manner and use his best skill and endeavour to promote the Business;
(E)
comply with all statutes, regulations, professional standards and other provisions as may from time to time govern the conduct of the Business, including the FSMA and the FSA Rules; and

(F)
show the utmost good faith to [the LLP]”;

iii)

by cl.7.2:

“No Member shall have any interest in any property owned by [the LLP], whether real or personal, tangible or intangible. [The LLP] may hold any of its assets in its own name or in the name of its nominee, which nominee may be one or more individuals, corporations, partnerships, trusts or other entities” (“clause 7.2”);

iv)

by cl.12.1:

“…the profits of [the LLP] shall and any excess amount shall be allocated to the Members in such amounts, at such times and in such manner as the Managing Member [(i.e. Holdings)] shall, at its sole discretion, determine from time to time. In the absence of an exercise of discretion, the profits of the Partnership shall be divided in accordance with the Members’ initial Capital Contributions” (“clause 12.1”).

As I have alluded, there is no dispute that the performance fees were payable, by the pension fund, to the LLP and that they represented profits of the LLP;

by cl.20.1:

“The Managing Member shall have the absolute right to serve a Notice of Removal on any Member at any time, substantially in the form set out in Schedule 2 hereto, in the event that the Managing Member considers in its sole discretion the service of such notice to be in the best interests of [the LLP] (for any reason other than Cause), in which case the Managing Member shall give to the Member in question the period of notice stated in such Member’s…Deed of Adherence and such Member’s membership shall cease upon the expiry of such notice period”;

vi)

by cl.21.2:

“[An] Outgoing Member (or his personal representatives) shall only be entitled to be allocated profits of the Partnership on the following basis:
(A)
if the Outgoing Member ceases to be a Member pursuant to Clauses 20.1 (Removal on Notice)…the Outgoing Member shall be entitled to be allocated profits for the period from the commencement of the financial year in which the Termination Date occurs to and including the last day of the calendar month in which the Termination Date occurs (as calculated in accordance with Clause 21.3) on the basis set out in Clause 12 and all other amounts standing to the credit of the Outgoing Member's Distribution Account which shall remain unpaid to the Outgoing Member as at the Termination Date…”;

vii)

by cl.31.1:

“This Agreement sets forth the complete and entire understanding of the parties and supersedes all previous agreements, understandings and representations. Any liabilities for and any remedies in respect of such agreements, understandings and representations are excluded, save only in respect of such as are expressly made or repeated in this Agreement. No party has entered into this Agreement in reliance on any oral or written agreement, representation or warranty of any other party or any other person which is not made or repeated in this Agreement; provided that the foregoing shall not exclude liability for any fraudulent statement or act” (“the entire agreement clause”).

26.

The following are key provisions of the deed of adherence:

by cl.1.1:

“…The provisions of Clauses 31 (Notices), 32.1 (Entire Agreement), 32.2 (Invalidity), 32.3 (Waiver), 32.4 (Counterparts) and 33 (Governing Law) of the [LLP] agreement shall apply to this Deed as if those provisions had been set out expressly in this Deed”;

There has been no dispute that the reference, in this clause, to an Entire Agreement clause is a reference to the entire agreement clause even though the LLP agreement has been mis-dated in the deed of adherence and the entire agreement clause (as well as all the other clauses quoted) have been mis-numbered;

ii)

by cl.2.1:

“[The claimant] has received a copy of the [LLP] Agreement, which sets out the basis on which [the LLP] is organised and the mutual rights and duties of [the LLP] and its Members, which he has read and understood, and has initialled and attached to this Deed for identification.”

iii)

by cl.2.2:

“[The claimant] covenants with the Members [(including the first defendant)] for the time being to observe and perform the terms and conditions of the [LLP] agreement on terms that [the claimant] become (sic) a Further Member under the [LLP] agreement with effect from 18^th July 2012”;

iv)

by cl.2.8:

“This Deed shall be supplemental to and read together with the [LLP] Agreement”.