Andrew McGuinness, barrister-at-law
I was called to the Bar of England and Wales in 1992. In private practice in Holborn Chambers, I am a general civil practitioner with a tendency to litigation in the Business and Property Courts. My email is:
12 January 2021
Section 994 of the Companies Act 2006: dilution of shareholding
In this matter I was instructed by EA Law Solicitors on behalf of a petitioner whose shareholding in a UK limited company had been diluted from 25% to 1% in a disputed issue of new shares. The identity of the parties and the company are confidential. On 30 April 2020 a letter of claim was sent on behalf of the petitioner to the other shareholders. On 22 June 2020 a petition was issued out of the High Court (Business and Property) claiming relief pursuant to section 994 of the Companies Act 2006. The litigation was resolved by Agreement dated 30 December 2020. ICC Judge Prentis approved a Tomlin order dated 12 January 2021.
6 November 2020
Commercial debt-recovery of 284K
In this matter I was instructed by EA Law Solicitors on behalf of the creditor to recover a debt of £283,737.50 under a contract made in Singapore between UK nationals. The claim was near to limitation and a Part 7 Claim Form with particulars of claim was issued by the High Court (Business and Property) on 18 September 2020. There was no pre-action correspondence. The claim was sent by email and ordinary post on 18 September 2020. Personal service was effected at 2130 on 21 September 2020. The dispute was concluded by agreement dated 6 November 2020. Master Shuman approved a Tomlin order dated 30 November 2020.
7 August 2020
Section 125 of the Companies Act 2006: rectification of the register
In this case I was instructed by Katarzyna Boguslawska of Carter Lemon Camerons LLP on behalf of Maciej Widelski, shareholder of Crostline Ltd (Company No. 08018717). Proceedings for rectification of the share register pursuant to section 125 of the Companies Act 2006 had been issued on 8 July 2019. The litigation concerned a disputed dilution from 50% to 20% of the issued share capital. I was first instructed on 3 March 2020 to draft a Reply and Defence to Counterclaim (filed and served 11 March 2020) and in advance of a Costs and Case Management Conference on 2 June 2020. The parties resolved the dispute by agreement dated 31 July 2020. ICC Judge Mullen approved a Tomlin order dated 5 August 2020. Information about Crostline Ltd is on the public record at Companies House:
4 July 2020
12 December 2019
In the United Kingdom there was a General Election on 12 December 2019. I was the Brexit candidate in Vauxhall, a safe Labour seat. As part of the process I wrote a document dated 30 May 2019 called 'Brexit - some thoughts'. Two high points were: (1) interview with Hossein Kabi on 5 December 2019; (2) Queer Question Time at the Royal Vauxhall Tavern on 7 December 2019.
16 November 2019
Comment: Representation of the People Act 1983
The Daily Mail reports allegations that Brexit candidates have been offered inducements (peerages, political goods) to withdraw from the General Election to be held on 12 December 2019.
Charles Falconer, a former Lord Chancellor, has referred the matter to the authorities as "exceptionally serious allegations". The statutory context is the Representation of the People Act 1983 (ROPA). Section 107 (corrupt withdrawal from candidature) provides that: 'Any person who corruptly induces or procures any other person to withdraw from being a candidate at an election, in consideration of any payment or promise of a payment, and any person withdrawing in pursuance of the inducement or procurement, shall be guilty of an illegal payment.' So a person who offers payment to a candidate to withdraw, and any candidate who withdraws for that reason, are guilty of an illegal payment. Section 113 (bribery) deals with bribery of voters. Section 114 (treating) and Section 115 (undue influence) also concern improper conduct to voters. Sections 113-115 do not apply to pressure against candidates - rather those provisions are about what candidates should not do to voters.
Peerages or political jobs are not payments. Section 107 is in narrow terms. There is no need to resolve the Con-Brex-Lab argument about the facts - the story is an interpartisan non-event.
BBC 16 November 2019: 'General Election 2019: police assessing call for peerage claim probe'
Daily Mail 16 November 2019: 'Met probes electoral fraud claims'
Guardian 16 November 2019: 'Police assessing claims that Tories offered peerages to Brexit party'
ITV 16 November 2019: 'Political corruption of the highest order, says Labour'
Representation of the People Act 1983
ROPA section 107
ROPA section 113
ROPA section 114
ROPA section 115
15 November 2019
Re Enzo Global Ltd
In this case I was instructed by Francesca Flood of Burlingtons Legal LLP on behalf of four claimants namely Zegura Ltd, Tony Messer, Pilar Torres Wahlberg and Palander Investments Ltd in proceedings against J&P Ventures LLP and seven other defendants. The claimants are the majority shareholders of Mosaic Island and Pickaweb.
On 30 September 2019 Marcus Smith J granted an interim freezing order. Claim Form N1 seeking remedies under the Companies Act 2006 in particular section 260 (derivative claims) and section 994 (unfair prejudice) was formally issued on 2 October 2019 out of the Rolls Building [Business and Property Courts, Companies]. The interim freezing order was extended by Nugee J on 4 October 2019 and Falk J on 18 October 2019.
The proceedings were settled by Tomlin order approved by Morgan J on 15 November 2019.
11 July 2019
FPR 4.4: defended petition for divorce dismissed as abuse of process
In this case I was instructed by Francesca Flood of Burlingtons Legal LLP on behalf of the respondent (husband). By petition dated 13 June 2018, the petitioner (wife) was pursuing a divorce on contested grounds of conduct (unreasonable behaviour). On 5 July 2019 the respondent issued an application to strike out the petition pursuant to Family Procedure Rule 4.4. On 11 July 2019 Her Honour Judge Wright struck out the petition with costs on five separate grounds, including abuse of process.
5 February 2019
Bhandal v Irish Bank Resolution Corporation
This case was before the High Court in Dublin where Mr Bhandal was pursuing a European Enforcement Order in relation to his £113m UK judgment of March 2013. Reports appeared in the Irish Times, Irish Examiner and The Times. On 10 March 2019 a confidential settlement was reported by The Business Post.
23 August 2017
The High Court (Snowden J) has given guidance on the difference between dilapidations (which are not subject to VAT) and fees payable under a licence of premises (which may be subject to VAT). The legislative text is VAT Notice 742 (at paragraph 10.12) and the judgment is West End Commercial Ltd v London Trocadero (2015) LLP  EWHC 2175 (Ch) (at paragraphs 58 to 62). In this case I was instructed by Consilium Legal on behalf of the licensee.
23 October 2015
Byblos Country Club Golf SA litigation
In this case I was instructed by Chris Corney, then of Carter Lemon Camerons LLP, on behalf of Dag Frode Nordset and TM Hejoriola SL (the Claimants). The litigation concerned La Manzanilla (UK) Ltd and the Byblos Golf and Country Club in Spain. The action was instituted by Part 8 Claim issued 14 July 2015 seeking remedies under the Companies Act 2006, namely:-
section 1029 (restoration of company);
sections 170-174 (duties of officers to company);
section 260 (derivative claim on behalf of company);
section 994 (unfair prejudice to shareholders).
The litigation also involved:-
ex parte injunction to protect assets including real property overseas and sole bearer share in a Panama-registered company;
registration of a Spanish judgment under CPR 74.6 and Council Regulation (EC) No 44/2001 ("the Brussels Regulation");
conclusion by agreement of the Claimants, nine Defendants and the Registrar of Companies/Government Legal Department.
An order by consent disposing of the litigation was approved by Peter Smith J on 23 October 2015.
18 March 2015
Magnic Ltd v (1) Ul-Hassan; (2) Malik  EWCA Civ 224
In this case, important in the area of forfeiture of commercial leases, my clients (the tenants) succeeded in the Court of Appeal in a unanimous judgment of the Master of the Rolls (Lord Dyson), Patten LJ and Tomlinson LJ. The commercial lease in question had been forfeited pursuant to an order of Brentford County Court. In the first appeal to HHJ Powles QC and in the second appeal to the Court of Appeal I was instructed by Tann and Tann and lead by Peter Knox QC.
11 March 2013
Bhandal v Irish Nationwide Building Society
In this case I was instructed by Whitworth and Green on behalf of the Claimant and obtained judgment for £113,214,374.20. The action was a claim for breach of duty by mortgagee in the receivership/sale of Updown Court.
27 June 2008
Comment: Cicero, Stuart Wheeler and the legal enforcement of political manifesti
Cicero is famous for many things, including the briefest, yet most complete and precise, explanation of what law is and how it works: ubi remedium ibi ius. A literal translation is "where remedy there right"; something more user-friendly would be "where there is a remedy, there is a right". And indeed if you think you have a particular right, but on inspection you discover you don't have a remedy for a breach thereof, then you are the possessor of an oxymoron which is also a nullity or non-entity: an unenforceable right.
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European Constitutional Treaty of 2004 - official text
Lisbon Treaty - official text
R v Office of the Prime Minister & anor  EWHC 936 (Admin)" - judgement (2 May 2008) of Mr Justice Owen giving permission for judicial review
EU Observer - "UK millionaire's Lisbon Treaty challenge defeated"
Telegraph - "Stuart Wheeler loses EU Lisbon Treaty court case"
BBC - "Wheeler to appeal over referendum"
R v Office of the Prime Minister & anor  EWHC 1409 (Admin) - judgment (25 June 2008) of LJ Richards and Mackay J
31 March 2008
Comment: the Sex Discrimination Act 1975 (Amendment) Regulations 2008 SI 2008/656
This statutory instrument ("SI"), which comes into force on 6 April 2008, has provoked journalists at the Daily Mail to state that "Bar managers and store owners face large-scale compensation claims if their customers ogle their barmaids, waitresses or check-out staff. New sex discrimination laws also mean that landlords who allow loud sexist jokes or banter among drinkers could be taken before a tribunal." This is not necessarily an exaggeration.
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(c) A McGuinness 2007-2020
Copyright of the respective owners is acknowledged in all external materials
Reported and Transcribed Cases
West End Commercial Ltd v London Trocadero (2015) LLP  EWHC 2175 (Ch)
Magnic Ltd v Ul-Hassan  EWCA Civ 224
Palmer & Harvey McLane Ltd v Garrad  EWHC 3810 (Ch)
Jones v Variety Club (2011) Employment
Re Minrealm  EWCA Civ 780
Angel v Stainton & Anor  EWHC 637 (QB)
Cadogan v Loder Dyer  EWCA Civ 1285
Panton v Sanctuary Music Productions  UKEAT 681_97_1610
Free Grammar School of John Lyon v Mayhew  EWCA Civ 1192
Companies House - invaluable source of corporate info
Her Majesty's Land Registry - beware of expensive imitations
BAILII - British and Irish Legal Information Institute