BL-2025-000377 - [2025] EWHC 2976 (Ch)

Fecha: 13-Nov-2025

Whether RE Capital was ever bound by the Management Agreement 97

Introduction

By their application dated 28 May 2025 (“the Application”), the Defendants, RE Capital Administrators Ltd (formerly Kaydan Accounting Ltd and GMG Real Estate Ltd) (“GMG Real Estate”) and RE Capital (Switzerland) SA (“RE Capital”) apply pursuant to CPR 3.4(2)(a) and (b) to strike out the present proceedings brought against them by the Claimant, Zvi Dekel (“Mr Dekel”), and/or pursuant to CPR Part 24 for summary judgment, alternatively for the proceedings to be stayed pending the determination of applications made within other related proceedings.

By the present proceedings, Mr Dekel, as a party claiming to be entitled to rely upon the provisions of s. 1(1) of the Contracts (Rights of Third Parties) Act 1999 (“the 1999 Act”), claims damages for breach of contract by GMG Real Estate and RE Capital by the breach of provisions of a management agreement described as “Appointment for Project Management for a Project known as 18 Vine Street (formerly the Ragged School) together with 15-29 Eyre Street Hill London” dated 1 December 2017 and made between Clerkenwell Lifestyle Ltd, a company incorporated under the laws of the British Virgin Islands (“CLL BVI”) (1) and GMG Real Estate (2) (“the Management Agreement”).

The basis of the application to strike out and/or for summary judgement is that:

Clause 20.1.2 of the Management Agreement did not, as Mr Dekel contends, confer upon him a right pursuant to the 1999 Act to enforce any term of the Management Agreement;

ii)

In any event, as Mr Dekel is a shareholder in CLL BVI, the loss alleged by Mr Dekel said to give rise to his claim for damages is reflective of any loss suffered by CLL BVI. Consequently, in accordance with the principle established in Prudential Assurance Co Ltd v Newman Industries Ltd (No 2) [1982] Ch 20, as recently approved by the majority in the Supreme Court in Marex Financial Ltd v Sevilleja [2021] AC 39, Mr Dekel is barred from bringing the present claim;

iii)

In any event so far as RE Capital is concerned, it was not a party to the Management Agreement, and although there was an assignment of the benefit of the Management Agreement to RE Capital, it is the latter’s case that there was no assignment of the obligations thereunder. Consequently, neither CLL BVI, nor any party entitled to enforce the terms of the Management Agreement pursuant to clause 20.1 thereof and by operation of s. 1(1) of the 1999 Act, can pursue a claim for damages for breach of contract as against RE Capital, as opposed to GMG Real Estate.

The Application is supported by the witness statements dated 29 May 2025 and 19 September 2025 of Joseph Richard Payne, a partner in the Defendants’ Solicitors, Katten Muchin Rosenman UK LLP. The Application is opposed by the witness statement dated 18 July 2025 of Alexander Joseph Gerbi (“Mr Gerbi”), a partner in Mr Dekel’s Solicitors, Quinn Emanuel Urquhart & Sullivan UK LLP.

Mr Julian Greenhill KC and Mr James Goodwin appeared for the Defendants, and Mr Jonathan Seitler KC and Mr Ben Woolgar appeared for Mr Dekel. I am grateful to them for their helpful written and oral submissions.

For the reasons that I set out below, I consider that the proceedings should be struck out and/or that summary judgement should be granted in favour of the Defendants. Consequently, it is not necessary for me to consider the Defendants’ application for a stay.