Call: 2010    
Justina Stewart  

"Has a very good commercial application and a way with lay clients"

Banking & Finance - Legal 500 2019

Practice Overview


Justina’s practice encompasses all aspects of commercial chancery work.

 

Ranked in the Legal 500 as a leading junior, Justina is described as having “a very good commercial application and a way with lay clients”.  Her skills have been reflected in judicial comment, including praise by Popplewell J for her “very able submissions”.

 

She is appointed to the Attorney General’s C Panel of Junior Counsel to the Crown. 

 

Before coming to the Bar, Justina was an international investment banker, working with top-ranked corporate finance teams on complex transactions.  This, together with her economics degrees, gives Justina a level of financial acumen and familiarity with financial products that is rare at the Bar.

 

 Justina’s core practice areas are:

  • Commercial;
  • Civil fraud, including asset tracing;
  • Banking and financial services, including regulatory work;
  • Company and partnership;
  • Restructuring and insolvency;
  • Property;
  • Trusts (predominantly in an offshore and commercial or property context);
  • Professional negligence related to her core practice areas and tax avoidance schemes.

 

Justina’s cases frequently include offshore and multi-jurisdictional elements. 

 

She has extensive advocacy experience, and often appears unled in significant matters. 

 

The depth and breadth of her experience is illustrated by examples of her cases listed below.

 

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  • Commercial Litigation
    • Business and finance disputes, including contractual disputes, joint ventures, conflict of laws, banking and financial services (including regulatory matters), professional negligence

       

      Examples of work:

       

      General commercial

       

      Ecology Support Services Ltd v Ivin & others (QBD) (2018)claims of ca.£23m against 29 individuals across five proceedings.  Claim for recovery of sums lent pursuant to tax mitigation scheme.  Numerous defences, including fraudulent misrepresentation, illegality, breach of trust and fiduciary duties.  Advised ATE insurer on merits.

      AGT Ltd v (1) La Fenice (2) Bichi (QBD) (2018/2019) – debt claim relating to construction project in Abu Dhabi, allegations of bribery and illegality.

      Client confidential (2018/2019) – claim for damages in excess of US$20m in relation to alleged breaches of distribution agreement. 

      Instasol LLC v EM Digital & ors (QBD) (2018/2019) – claim relating to Indian defence procurement contract of hundreds of millions of US$.  Involves network of international companies, question of existence of joint venture and allegation of misrepresentation.

       

      Banking and financial services

       

      Re: Markets Trading Ltd (ChD) (2019) – company offered online brokerage services to retail investors for high risk financial products (e.g. bitcoin CFDs and binary options). Instructed by Secretary of State to wind up company on public interest grounds. 

      IG Index Ltd v Nakade (QBD) (2019) – spread-betting - claim by IG Index for sums allegedly due from retail investor following the Swiss National Bank’s announcement that it would no longer defend a cap on the Swiss Franc.  Involves detailed analysis of COBS and approach to aggregation of orders.

      Client confidential (2019) – miss-selling/fraud claim founded on (among other things) allegation of Libor-rigging.

      Client confidential (2018) – action against lender seeking to recover sums allegedly charged over property.  Issues relating to interpretation of UK transposition of Mortgage Credit Directive in relation to second charge mortgages.

      Client confidential (2018) – client (company) sought to restructure property portfolio and refinance existing fixed rate loan.  Bank alleged that if company wishes to refinance early, a significant (multi-million £) break cost had to be paid.  Issues relating to justification of break costs – involved issues of contractual interpretation in the context of complex hedging arrangements.

      Barnett Waddington Trustees (1980) Ltd v Royal Bank of Scotland [2017] EWHC 834 (Ch) – instructed by borrower.  Following the borrower’s success in the first Barnet Waddington case (see below), RBS sought to allege that an “interest rate swap termination cost” arose upon redemption by reason of a swap with a third party.  Borrower successfully argued that it was entitled to resist this claim on the basis that it was an abuse of process (led by Mark Warwick QC).

      Barnett Waddington Trustees (1980) Ltd v The Royal Bank of Scotland Plc [2015] EWHC 2435 (Ch) – instructed by the borrower, in a case concerning a borrower’s liability to indemnify a lender against ‘losses’ said to have been suffered by the lender as a result of an internal hedging arrangement. Borrower wished to redeem the loan. Lender insisted that, as a condition of redemption, borrower had to pay an ‘interest rate swap termination cost’ arising from an internal swap. Warren J determined that no such sum was payable (led by Mark Warwick QC).

      Client confidential – claim in excess of £20m by fund of funds against investment manager and broker in relation to LME metals trading. Included allegations of conspiracy and dishonest assistance.

      FCA / GRG – instructed by FCA in relation to its review, under s.166 FSMA, of the Royal Bank of Scotland’s treatment of business customers in financial difficulties and entry into RBS’s Global Restructuring Group.

      FCA / HSBC / interest rate swap miss-selling / consequential losses – instructed by HSBC in relation to the FCA’s review, under s.166 FSMA, of interest rate swap miss selling, specifically on the recoverability of consequential losses claimed.

       

      Professional negligence

       

      R&M Electrical & others v Grant Thornton UK LLP (ChD) (2018) – acted for claimant in professional negligence claim in relation to advice provided in relation to a Growth Securities Ownership Plan (GSOP), a tax mitigation scheme. 

      Shepherd v Byrne & Partners LLP [2017] EWHC 758 (Ch) – professional negligence claim against a firm of solicitors for tax advice on disclosure to HMRC of undeclared offshore income (led by Hugh Jackson).

      Clients confidential – variety of professional negligence actions against IFAs, accountants and solicitors relating to CGT mitigation schemes.

      Client confidential – claim for over £50m against a big four accountancy firm for negligent tax advice relating to a tax deferral scheme.

      Client confidential – claim for ca.£10m against surveyor in relation to the valuation of a substantial London commercial property.

      Lucas v Notable Services LLP (HC-2015-000862) – claim in excess of £3.5m in professional negligence against solicitors for alleged losses arising from alleged breaches of the Money Laundering Regulations 2007, Proceeds of Crime Act 2002 and the SRA Account Rules 2011 and breach of duty owed to in making statements relating to the same.

      Lucas v Sillet Webb Solicitors (HC-2015-000731) – claim in excess of £800,000 in professional negligence relating to services provided in connection with a Part 20 Claim made in the context of a complex and protracted fraud case in the High Court, Group Seven Limited & another v Allied Investment Corporation Limited and others.

       

  • Civil Fraud
    • Including the economic torts (e.g. conspiracy), unlawful interference, bribery, breach of trust and fiduciary duty, knowing receipt, dishonest assistance, unjust enrichment, equitable proprietary claims and freezing and proprietary injunctions, and asset tracing

       

      Examples of work:

       

      Client confidential – claim for over £200m. Related to alleged MTIC (carousel) VAT frauds, through which it is alleged that HMRC was defrauded of tax the claimant companies ought to have paid to HMRC. Claims based on dishonest assistance in breach of trust, and under s.213 IA 1986 (knowing participation in fraudulent trading).

      Alberto Micalizzi v The Financial Conduct Authority UKUT 0335 (TCC) (Upper Tribunal Tax & Chancery Chamber) – Micalizzi, the former CEO of a hedge fund, sought to conceal massive losses following the collapse of Lehmans by deliberately misrepresenting the fund’s value and entering into agreements with third parties to acquire units in purported convertible bonds issued by a Nevada based company and backed by Russian diesel oil. Instructed by the FCA.

      (1) Cavendish Rowe GRS Ltd (2) Mahendran v Wanstead Sports LLP – winding up petition, and parallel proceedings with counterclaim in unjust enrichment, knowing receipt, constructive trust and tort of deceit in the context of a long and complicated management history.

      Abbar & Anr v Sedco Real Estate Ltd, Saudi Economic & Development Company (Sedco) Ltd & Ors [2013] EWHC 1414 (Ch) – a contractual and misrepresentation claim relating to the “Pinnacle” development (formerly the Bishopsgate Tower), a share subscription in a development company, and subsequent inability of a subscriber to exit from his investment.

      Yorkshire Building Society v Salter (HQ13X05838) – a claim to recover sums allegedly fraudulently withdrawn by a bank employee. Involves detailed analysis of over one hundred banking transactions for a period of c.19 years.  Successful on summary judgment.

      (1) Rosork Holdings Ltd (2) Fairlann Trading Ltd v (1) Silver (2) Jenkins (HC13E01128) – satellite action related to complex and protracted proceedings in Chancery Division (fraud, breach of duty and secret profits claim) and QBD (libel action). Security for costs application that resulted in the end of the action against the defendants.

      Tchenguiz v Director of the Serious Fraud Office – damages claim by the Tchenguiz brothers following their investigation and arrest by the SFO in the wake of the collapse of Kaupthing, the Icelandic bank.  Instructed by the SFO.

       

  • Company
    • Shareholders’ disputes (derivative and unfair prejudice claims), directors’ duties, Companies House matters (rectification of register, restoration to register), maintenance of capital, distributions and own share buybacks, partnership disputes (including LLP law), shareholder agreements, share purchase agreements, directors’ disqualification

       

      Examples of work:

       

      Client confidential (2019) – significant (multi-million £) s.994 petition, alleged unfair prejudice arising from share dilution in context of several companies.  

      Michel v (1) Michel (2) Michel (3) L Kahn Manufacturing Company Ltd (ChD) (2018) – substantial s.994 petition.  Successful (see news item here)

      Client confidential (2018) – allegation of breach of share purchase agreement.  Required detailed analysis of accounts to ascertain extent of quantum.

      Client confidential (arbitration) – instructed by former partner of accountancy partnership.  Allegations of unlawful expulsion from partnership, breach of equitable duties, misrepresentation and non est factum. Included application to remove arbitrator pursuant to s.24 of the Arbitration Act 1996 - T v (1) V (2) W (3) A [2017] EWHC 565 (Comm).

      Franks v (1) Franks (2) Michaelson Properties Ltd (CR-2015-009740) and Franks v (1) Franks (3) FWEL Ltd (CR-2015-009740) – linked cases. Unfair prejudice petition in relation to two family-owned companies with collective value of ca.£6-7m. Instructed by petitioner. Key issue was how to resolve the dispute in a tax efficient manner.

      Client confidential – acting for partner who had retired from an LLP in a claim for return of balance standing in capital account upon retirement. 

      Client confidential (arbitration) –  instructed by a former partner of solicitors’ partnership – claims include that former co-partners reopened accounts when they were not entitled to do so, thus causing him loss on retirement. 

       

  • Insolvency
    • Winding up and bankruptcy petitions (including public interest winding up), administration, receivership, transactions at an undervalue, preferences, transactions defrauding creditors, officeholders’ duties, injunctions to restrain presentation/advertisement of petitions, setting aside statutory demands, validation orders, offshore and cross-border

       

      Examples of work:

       

      Re: Grabal Alok (UK) Ltd (in liquidation) (2018-2019) – instructed by liquidators in relation to validation order applications following demise of retail chain.

      Client confidential (2018-2019) – instructed by trustees in bankruptcy. Individual made bankrupt following his use of tax mitigation scheme which failed.  Claim for declarations that a trust was a sham, its creation was a transaction at an undervalue and/or defrauding creditors, and that payment to various individuals (non-bankrupt) were similarly transactions at undervalues and defrauding creditors.  Issues regarding asset tracing in international context.  Claim value ca. £1.6m.

      Re: Railbookers (ChD) (2018/2019) – claim by liquidators against director for ca.£8m, for alleged wrongful trading, breaches of directors’ duties, preferential payments (s.212, 214, 239 IA 1986).

      Re: Markets Trading Ltd (ChD) (2019) – company offered online brokerage services to retail investors for high risk financial products (e.g. bitcoin CFDs and binary options). Instructed by Secretary of State to wind up company on public interest grounds. 

      Client confidential (2019) – instructed by liquidators on actions against directors in relation to Employer Funded Retirement Benefits Schemes (s.212, 238, 423 Insolvency Act 1986). 

      Client confidential (2018) – claim against former director and shareholder pursuant to s.216-7  Insolvency Act 1986 (prohibited names/phoenix companies), in context of potential criminal liability under s.393 and s.414 CA 2006. 

      Trans-Tag Ltd v Burnell (ChD) – application for injunction to restrain winding-up petition, alleging cross-claim of over £100 m based on extensive breaches of directors’ duties. Also instructed in parallel proceedings involving allegations of breach of licence agreement.

      Client confidential – claim against liquidators pursuant to s.212 IA 1986 for over £20 m, in relation to agreement entered into (allegedly negligently) with company’s landlord in relation to a significant London property.

      Toone and Murphy (Joint Liquidators of B Frankle & Sons Ltd), B Frankle & Sons Ltd (in creditors’ voluntary liquidation) v Frankle & ors (CR-2016-000474) – liquidators’ claim for over £4 m, alleging breach of directors’ duties, that a share purchase scheme was implemented with the purpose of defrauding creditors within the meaning of s.423 IA 1986, sale of property to a director at an undervalue, and that the share purchase was void as it was not made in accordance with provisions of the Companies Act 2006 (led by Ian Clarke QC).

      Re: Carolan (No.2500/2013) – application to stay bankruptcy, pending application for annulment of petition pursuant to section 282(1)(a) IA 1986 relying upon lack of mental capacity.

      Re: Skeene (No.3292/2013) – bankruptcy petition in excess of £1 m, involving allegations of establishment of off-shore company for purpose of concealing fraudulent activities.

      Re: Copestake (No.387/SD/2013) – involved application of s.216-7 IA 1986 (phoenix companies).

      Eastern Events Ltd v Interactive Business Technology Group Ltd (No.4766/2014) – application to prevent presentation of winding up petition, on the basis that Interactive does not hold title to relevant equipment, misrepresentation, contract void for lack of certainty, lack of contractual relationship between the parties.

      Re: Natural Wealth Consultants Ltd, Proctor Capital Limited, Land Security Management Ltd (No.2188, 2189, 2190 of 2012) – advised on public interest petition, allegations of land banking in context of complicated network of companies.

       

  • Property
    • All aspects of disputes relating to property: from claims involving mortgages, security and subrogation, trusts and equitable claims (including proprietary estoppel), real property (e.g. restrictive covenants, easements), development disputes, vendor-purchaser disputes and land registration to landlord and tenant (commercial and residential). Often in the context of broader commercial chancery disputes with a property aspect (e.g. joint ventures, property fraud, insolvency)

       

      Examples of work:

       

      Lucas v Gatward and another (ChD) (2018-2019) – claim including allegations relating to proprietary estoppel and constructive trust, in relation to substantial (multi-million £) property.

      Sunny Trio Ltd v Freedman (2018-2019) – allegations of misrepresentations on property information form in relation to rights to light.

      Client confidential (2017-2018) – advised a commercial investor on whether the terms of a transfer prevented access, and if so, what steps should be taken to protect the client’s interests.

      Singh v (1) Singh (2) Barclays Bank Plc (3) Prestige Finance Ltd (2017-2018) – claimant asserted among other things a beneficial interest in the property and rectification of the register, due to alleged fraudulent misrepresentation, undue influence and non est factum. 

      Bouchiba v Turner (No.2015/0583) (Property Chamber Land Registration First-Tier Tribunal) – cohabitation dispute. Claimant alleged an interest in property by reason of a constructive trust, alternatively proprietary estoppel, despite the fact that she was not a registered proprietor (joint or otherwise) of the title.

      Re: Hussain’s Application (LP/23/2014) – application to the Upper Tribunal (Lands Chamber) pursuant to s.84 LPA 1925 to modify restrictive covenants, so as to enable an extension to existing property located on a scheme of development.

      Montrose Property Company Ltd v Jennings Court Estate Ltd (No.2014/0231) (Property Tribunal First-Tier Tribunal) – acted for respondent in relation to application to cancel unilateral notice.  Involved showing that applicant did not have benefit of interest affecting the property, but that, if it did, interpreting a sale agreement in the respondent’s favour, alternatively showing that the sale agreement was validly rescinded.

      Brian Meehan Limited v Powell (HC13F05008) – rectification of a lease so as to exclude the security provisions of 1954 Act.

      Cooper v Ayres (3EA00150)questions of enforceability of restrictive covenant (including whether a scheme of development exists) and appropriate circumstances in which court should grant injunctive relief.

      Beaufort Children LLP v Jenkins – instructed by the landlord, the owner of a prime Chelsea block of flats, seeking to redevelop the block. Tenant, 90 years old, claimed that she occupied one of the flats pursuant to a Regulated Tenancy. Involved extensive argument on decades of landlord and tenant law.

      Stannard (t/a Wyvern Tyres) v Gore [2012] EWCA Civ 1248 – seminal case in which the Court of Appeal considered the rule in Rylands v Fletcher as it applies to escape of fire.

      Client confidential - advised developer on enforceability of restrictive covenants in anticipation of major residential development in Central London, including upon potential Wrotham Park damages.

       

  • Additional Information

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