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England and Wales Court of Appeal (Civil Division) Decisions
You are here: BAILII >> Databases >> England and Wales Court of Appeal (Civil Division) Decisions >> Michael Wilson & Partners Ltd v Emmott  EWCA Civ 51 (31 January 2018)
Cite as:  EWCA Civ 51
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ON APPEAL FROM THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
Strand, London, WC2A 2LL
B e f o r e :
LORD JUSTICE JACKSON
LORD JUSTICE UNDERHILL
| MICHAEL WILSON & PARTNERS, LIMITED
|- and -
|John Forster EMMOTT
Philip Shepherd QC (instructed by Kerman and Co LLP) for the Respondent
Hearing dates : 16 and 17 January 2018
Crown Copyright ©
Sir Terence Etherton MR :
"This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and all and any disputes shall be referred to and are subject to arbitration in London before a tribunal of three arbitrators with one arbitrator to be appointed by each party and the chairman of the tribunal to be appointed by the President of the Law Society."
"the Co-operation Agreement was deliberately drafted in a way to suggest that Messrs Nicholls and Emmott were not bound to join the new venture but this was an attempt to disguise what was really an immediate partnership involving each of Mssrs Nicholls, Slater and Emmott."
Judgment of Mrs Justice O'Farrell
The legal principles
"(1) The High Court may by order (whether interlocutory or final) grant an injunction or appoint a receiver in all cases in which it appears to the court to be just and convenient to do so."
Clause 5.2 of the MWP Agreement
Clause 7 of the Co-operation Agreement
Abuse of process
"We have read the judgment of Justice Einstein in the Supreme Court of New South Wales of 6 October 2008. Whilst that judgment is not binding upon us, and we understand is under appeal, in light of the remedies awarded in that judgment against Temujin in respect to the diversion work, we make no separate award in respect to this part of the claim. If Mr Emmott is a partner in Temujin, he and Temujin will be liable to account in those proceedings but not before us."
"Temujin has been found liable in damages by the Australian Court, and if Mr Emmott is a partner in that firm (as to which we have insufficient evidence to form an opinion) he will be jointly and severally liable for Temujin's debts".
Undertaking or injunction
"MWP undertakes that in the Australian proceedings between MWP and Mr Emmott, insofar as MWP as assignee of the claims there set out seeks a contribution from Mr Emmott as joint and several wrongdoer, to the liability of the assignors to MWP, it will not seeks to overturn any of the findings made against MWP in the arbitration between Mr Emmott and MWP. This undertaking does not affect the claim by MWP as assignee of the partnership claims by Slater and Nicholls against their partner Emmott, if he is found to be one."
Adequacy of the Judge's reasons and her finding of dishonesty
Lord Justice Jackson :
Lord Justice Underhill :