Commercial Agreements and Contractual Disputes

Joanne Davies

Dispute Resolution and Commercial Litigation | Head of Department | Partner

Experience

Joanne is a Partner and Head of the Litigation and Dispute Resolution Department. Joanne is a solicitor with over 20 years’ experience in litigation matters. Having trained and qualified in 1994 at Wragge & Co, she also spent several years at Martineau Johnson, as well as having experience of working as in-house Counsel in the finance leasing industry.

Practice Area

Joanne has been with Keelys LLP since January 2018, leaving her previous head of department role for the opportunity to join Keelys.   She took over head of department duties in January 2020 since when the department has gone from strength to strength.  Joanne prides herself on taking a hands-on approach to cases and will always take into consideration the commercial issues that arise in any dispute.  That ethos continues into the rest of her team.

Joanne has extensive experience that spans over 25 years of resolving all nature of commercial and contractual disputes.  Whilst overseeing the department, she specialises in commercial property disputes, including commercial leases renewals and dilapidations, contested employment disputes, usually involving the enforcement of post termination restrictive covenants, minority shareholders’ disputes and cases involving the Commercial Agents Regulations.  She also deals with any intellectual property cases, often taking on very well-known brands, fighting the corner of the smaller business.

Highlights

Joanne has acted in a substantial number of cases over the years, both large and small ranging from plc companies to limited companies, partnerships, sole traders and the private individual.  Edited highlights from those many cases include:

• Represented an employee whose former employee sought an injunction against him preventing him from working for his new employer who was said to be a competitor and therefore it was argued that he was acting in breach of his post termination restrictive covenant obligations.  The injunction was refused at first instance and that decision was appealed before the Court of Appeal when the employer’s appeal was dismissed [reported as Planon Ltd-v- Gilligan].
• Acted for a commercial agent who was dismissed from his role and for whom an order for substantial compensation under the Commercial Agents Regulations 1993 was obtained.  The quantum of that compensation was, however, deferred pending the appeal by the principal on the question of liability in the first place.  A (favourable) settlement of the entire case was achieved just days before the principal’s appeal was due to be heard before the Court of Appeal [unreported case but references in various legal articles have been made to that case namely Whitehead v Jenks & Cattell Engineering Ltd].
• Successfully settled a longstanding and difficult family dispute involving complex land ownership, and partnership and company issues at mediation;
• Advised on a protracted dispute involving numerous partnership and company transactions that also successfully settled at mediation.
• Achieved a favourable settlement via a court led Financial Dispute Resolution process for a corporate client that had bought a business but found after purchase irregularities in the accounting and record keeping.  The client buyer refused to pay the final instalment of the purchase price to the seller and so the seller sued for the instalment.  On behalf of the buyer, we defended and counterclaim based on a breach of indemnities in the sale agreement by the seller.
• Acted for a former director of a company who was served with injunctive proceedings for springboarding, whilst facing numerous accusations including being in breach of his fiduciary duty.
• Acted for a brother who was a minority shareholder in a family luxury brand company dispute following the death of the father who founded the company.  The settlement was achieved after an all day mediation at somewhere around 3am the following day; still my longest ever mediation. 
• Successfully acted for a district council in relation to refuse collection vehicles that repeatedly broke down and caused rubbish collections to be missed. 
• Successfully obtained an injunction against a company that had presented a statutory demand against a corporate client for a debt that was in dispute.
• Acted for the alleged guarantor of a loan with a high street bank who maintained that the bank had agreed to release him from his liabilities but who did not have the evidence, and the bank refused to accept that evidence.  The evidence was however, finally obtained from the bank after 6 rounds of disclosure, whereupon the claim against the “guarantor” was dropped and costs paid.
• Acted for private clients who had bought a property whose title included a large paddock and in relation to which the seller claimed mistake, as they had not intended to include it.  The case involved complex legal issues of mistake (mutual/unilateral) and negligence and eventually was favourably resolved in my clients’ favour.
• Acted for an individual who had bought a piece of land to develop but whose architect and solicitors had both failed to spot that the planning permission with which the land was sold had lapsed by the time of purchase.  At mediation, the advisers agreed substantial compensation for the buyer.

Qualifications

Solicitor

Interests

When not in the office, Joanne enjoys going to the gym and playing tennis (both time permitting), as well as walking, reading, history (especially all things medieval), theatre and travel (and if most of them can be combined then so much the better).

Patrick Farrington

Dispute Resolution and Commercial Litigation | Partner

Experience

Patrick is a Partner with over 30 years’ experience in a broad range of matters, but particularly focusing on dispute resolution and company and commercial work. He has spent all of his career in Staffordshire qualifying as a solicitor in 1990. Patrick became an authorized High Court Enforcement Officer in 2004 and has particular knowledge in the enforcement industry, making him one of only a handful of people in England and Wales to be both a practicing solicitor and HCEO. He was the Managing Partner at his previous firm in Stafford before joining Keelys.

Practice Area

Patrick undertakes a broad range of dispute resolution work with a particular focus on contested trust and probate claims, ( having successfully obtained the specialist ACTAPS qualification) dealing with a range of complex issues involving both small and very large estates and debt collection, given his experience in the debt collection industry as an Enforcement Officer in the High Court. He deals with Landlord and Tenant matters (residential and commercial) and a range of contractual disputes.

Highlights

Contentious Trust and Probate cases

Patrick has acted in many cases, both large and small and too many to mention, taking a pro active and sensitive approach to cases often at times of great stress to those involved and taking pride in giving commercial advice on settlements where appropriate but pursuing cases vigorously on behalf of clients too. Examples include:

• Acted for the executors of an estate worth upwards of £8M in relation to various claims brought against the estate including 1975 Act claims by a partner and former spouse (where the divorce had not been finalised) and conflicting claims by family beneficiaries concerning company shareholdings and other assets including land, property and foreign property. This was also made extremely complex by issues involving abatement of company share legacies and disputes about liability for tax. All claims were ultimately settled after litigation.
• Successfully acted for an executor/beneficiary where at trial the Court ruled in our favour as to the interpretation of two clauses in the will, the meaning of which was disputed and obtained payment of costs from the indemnity insurers of the original firm of solicitors who prepared the will.
• Represented a widow who despite a long marriage (over 45 years) did not receive a beneficial interest in the property by the will of her deceased husband. Applying the principles in White v White and Ilott v Mitson in particular, obtained a settlement based on the letter of claim without recourse to mediation or proceedings.
• Successfully defended a claim to remove my client as an executor following extremely contentious and difficult contrasting claims between executors, resulting in an agreement to appoint a professional executor instead of all existing appointees and resolve various disputes as to the division of the estate assets.
• Successfully challenged a charity beneficiary who stood to receive a seven-figure sum from the deceased’s will but bringing a claim under the Inheritance (Provision for Family and Dependants) Act 1975 on behalf of the daughter of the deceased, resulting in a negotiated settlement.
• Settled a claim by my client against two attorneys who had breached their fiduciary duties and misappropriated monies and on behalf of one of the sons of the deceased, successfully tracing money back into the estate and recovering a six-figure sum, plus a property and costs.
• Acting for an executor beneficiary facing claims against the estate based on allegations of undue influence/ fraudulent calumny and an assertion that the testatrix mother lacked capacity but rejecting those claims and reaching a settlement significantly below the opponent’s expectations.
• Acted for a daughter of the deceased following a claim by two half-brothers (whose existence was unknown to her prior to her father’s death) and successfully recovered all of the assets including the property in dispute for her benefit under The Inheritance (Provision for Family and Dependants) Act 1975;
• Acted on applications for and opposing claims made for an order for sale under s. 14 of TOLATA;
• Successfully applied to the court for an order under Section 116 of the Senior Courts Act for an order appointing a professional administrator in place of a relative of the deceased who had refused to take steps to obtain a grant of representation;
• Entered and removed numerous caveats, entered appearances and “warned off” a number of unmeritorious claimants.

Some examples of other Litigation Work and Debt Recovery

• Acted for a former director of a company who faced injunction proceedings for springboarding, facing accusations of setting up a competing company and being in breach of his fiduciary duty to his previous company and reaching a settlement after proceedings had been commenced.
• Acted for two guarantors of a loan with a high street bank and successfully defending a claim against them;
• Successfully defending a claim for over £250,000 brought by a factoring company against the directors pursuant to their personal guarantees and achieving a result in which the directors paid nothing owing to a defective guarantee agreement;
• Obtained judgment against an airline for a sum approaching six figures and successfully persuaded the control tower at the airport to prevent an aircraft from taking off, impounding the aircraft under High Court enforcement procedures until the debt was paid;
• Previous success in enforcing judgments out of the jurisdiction including Scotland and mainland Europe;
• Acted for many international blue chip “household names” in successfully recovering outstanding debt on bulk instructions received.

Qualifications

Solicitor

Reporting to

Head of Dispute Resolution and Commercial Litigation department: Joanne Davies

Interests  

Patrick relaxes by watching and playing most sports, particularly football, cricket and golf and has travelled extensively, once working as a lifeguard in California. He enjoys reading, coin collecting and gardening and was a Councillor for Stafford Borough for twenty years, sixteen of which on the Cabinet and eight and a half years as Leader of the Authority. He has been honoured by being awarded the title of Honorary Alderman for his services to the Borough of Stafford, recognising his huge contribution to the local area.

Ellysse Bassan

Dispute Resolution and Commercial Litigation | Trainee Solicitor

Experience

Elly studied Law at Liverpool University from 2017 to 2020 and graduated with a First Class Degree with Honours. She is currently working towards qualification as a solicitor.

Elly began her legal career after graduation working at another law firm where she assisted other fee earners. Elly currently deals with debt recovery matters and possession proceedings in relation to residential and commercial property matters. Elly also acts on behalf of a national organisation in relation to liaising with foreign jurisdictions including, but not limited to, Poland, Turkey and Romania. Elly is currently assisting Joanne Davies and Patrick Farrington in the Dispute Resolution and Commercial Litigation Department.

Reporting to

Head of Dispute Resolution and Commercial Litigation Department: Joanne Davies

Interests

Outside of the office you will find Elly shopping, at the theatre, at spin class or discovering new eateries with family and friends.

Liam Owen

Dispute Resolution and Commercial Litigation | Partner

Experience

Liam trained at a specialist litigation firm and has been a litigator for more than 14 years now, working at partner level in three different firms.

Liam’s reputation is excellent, and he has been recommended by the legal directories on many occasions. The Legal 500 for many years ranked Liam as a “Next Generation Partner” for commercial litigation, quoting a source as saying that Liam “is impressive. He is smart and very thorough. A fighter with a relaxed demeanour, which belies his steel-like approach”.

Chambers has previously quoted a source as saying that “Liam is totally dedicated to knowing his client’s case, its strengths and weaknesses and the optimum way to pursue it. He is a dedicated strategist.” The Legal 500 also uses a comment that “Liam Owen is meticulous and extremely thorough. That way he is in the best position to know the strengths and weaknesses of a client’s case at an early stage. He leaves no stone unturned’. Comments in the Chambers and Partners High Net Worth Guide 2024, which ranks Liam as “Up and Coming” include: “Liam Owen is an outstanding example of how all solicitors should conduct themselves. He is unfailingly courteous, knowledgeable and kind when dealing with difficult family matters” and “Liam is excellent and is a fantastic lawyer. He is easy to work with, a safe pair of hands and highly recommended.”

Practice Area

Liam conducts high value commercial litigation, with particular specialisms in contentious wills, probate and trusts work, and construction litigation, although he is well-versed in almost all kinds of commercial and corporate litigation.

Highlights

Examples of Contentious Probate and Related Work

• Acted for two beneficiaries of a deceased in relation to a high seven figure trust regarding some potential issues between them and the trustees.
• Acts on behalf of the executors and principal beneficiaries of a seven figure estate in relation to a claim intimated by relatives of the deceased;
• Represented the estate on the Defence of an Inheritance (Provision for Family and Dependants) Act 1975 claim in the High Court, brought by the deceased’s girlfriend at the time of death. This was a complicated dispute which also required the interests of the minor children of one of the beneficiaries (who passed away shortly after the testator) to be taken into account. The matter resolved on confidential terms at mediation, and the settlement was approved by the court.
• Acted for three of the children of two deceased parents and, after issuing proceedings in the Chancery Division of the High Court, obtained a court order for the rectification of the mother’s codicil.
• Acted for a beneficiary of an estate in circumstances where an unreasonable delay by solicitors in carrying out the deceased’s instructions and drafting a will had meant that the deceased passed away before executing their will. As a result, the proposed beneficiary had missed out on the inheritance the deceased had wanted to give them under the will.

Examples of Commercial Litigation Work

• Acted for the Claimant in a dispute over the equitable shareholdings each of four brothers held in a company, with the dispute culminating in a four day Chancery Division trial in Birmingham in August 2024. Judgment was reserved.
• Acted for a company in respect of a claim against two former senior employees and another company in respect of alleged: breach of contract; breach of fiduciary duty; breach of confidence; inducement and unlawful means conspiracy and diversion of business. Liam’s client issued proceedings in the King’s Bench Division of the High Court for injunctive relief and damages. The Defendants agreed to provide affidavits. The matter settled on confidential terms at mediation shortly after proceedings were issued.
• Represented the Claimant, a “partworks” publisher, on a complex claim regarding an alleged breach by the Defendant of a joint venture agreement relating to a Reader’s Digest publication. The Claimant pleaded unilateral mistake and rectification, breach of fiduciary duty, and misrepresentation. Morse v Eaglemoss Publications Limited [2013] EWHC 1507.
• Represented a minority shareholder in an engineering company who had been ejected from the company and removed as a director. His case was that the company’s affairs had been conducted in a way which was unfairly prejudicial to his interests. The matter settled on confidential terms, after Liam acted as his client’s advocate at mediation.
• Acted for the Respondents in defending two linked winding up petitions, arising from a dispute based on the management of two dental practices in the West Midlands. The petitions were heard together at a one-day hearing in the Rolls Building. Liam later pursued a breach of contract claim on behalf of a director of the Respondents on the basis that he had a beneficial interest in the dental practices. That claim settled on mutually acceptable terms at mediation.
• Represented the Claimant on a breach of trust claim relating to shares held in several Thai restaurants and pubs from which the Claimant recovered substantial damages following a fully contested 3 day trial. The court accepted that shares in a company were held on trust for the Claimant and that the Defendants had breached that trust.

Construction

Liam also has significant experience of high value construction disputes, including adjudications under the Scheme and the subsequent enforcement in the Technology and Construction Court of the decisions his clients obtained in those adjudications.

Examples of Contentious Construction Work

• Successfully acted on a final account adjudication brought by a developer against a construction client, resulting in the developer being ordered to pay an additional sum of £1.4m plus interest to Liam’s client above what it had already paid.
• Successfully defended a £1.1m claim brought through adjudication in relation to purported operational losses and the purported remedying of defects in relation to a luxury hotel. The Referring Party was awarded nothing.
• Defended a multi-million pound construction claim by a local authority arising out of purported breaches of a Framework Agreement. The dispute settled at mediation.
• Successfully applied for summary judgment in relation to a final account adjudication decision, defeating arguments alleging a breach of natural justice on the part of the adjudicator. RGB P&C Limited v Victory House General Partner Limited [2019] EWHC 1188 (TCC).
• Acted successfully on the strike out of a Part 7 claim brought by the developer in the Technology and Construction Court for declarations that an £800,000 sum awarded to Liam’s client by an adjudicator should be returned following the final account. The final account was determined in favour of Liam’s client. The opposing developer discontinued its claim shortly before the strike out application was due to be heard.

Qualifications

Solicitor

Reporting to

Head of Dispute Resolution and Commercial Litigation department: Joanne Davies

Interests  

Liam is, along with his son (and his wife when she can be persuaded), a fan of travelling to professional wrestling events, and sporting events generally! He also enjoys fitness training, reading (all sorts of things from biographies to quality fiction to self-improvement, science and history) and travel.