Stephen Brown

Commercial disputes

Stephen has extensive experience of advising major corporates across the wide range of issues they experience operating in a global economy. These include contractual disputes arising out of complex transactional documents, fraud, shareholder and joint venture disputes, and warranty claims. Often these matters raise questions of jurisdiction and governing law and involve interim injunctive relief from the Courts.

Stephen has advised corporates operating in a number of sectors including asset management, automotive, aviation, chemicals, hospitality, oil and gas, pharmaceuticals, technology and telecoms.

Recent work

• Appearing at trial for the claimant in proceedings concerning accessory liability for an agent’s breach of fiduciary duty (Expert Tooling & Automation Ltd v Engie Power Ltd [2024] EWHC 374 (Ch)).
• Advising a supplier in respect of logistical cost overruns arising out of PPE supplies to the government during Covid.
• Defending a property developer against claims that its profits were those of an alleged partnership with the claimants.
• Advising senior employees of a bank in relation to claims for bonus and carry payments.
• Advising a company executive in relation to claims against a bank arising out of an oral contract.
• Advising a joint venturer on whether the joint venture could be terminated on reasonable notice in the absence of an express right of termination.
• Advising the supplier of machinery on whether the communications between it and its customer amounted to an enforceable contract.
• Defending a guarantor in relation to loans made to a high-end property development.

Significant work

• Expert Tooling & Automation Ltd v Engie Power Ltd [2024] EWHC 374 (Ch) – Appearing for the claimant at trial in proceedings concerning accessory liability for an agent’s breach of fiduciary duty.
• Whitacre Management Limited v Sainsbury’s Supermarkets Ltd – a claim arising out of the alleged breach of a conditional contract to purchase land.
• Panasonic v Core Communications and Others – representing the sellers of a company in the defence of warranty claims and claims for unpaid earn-out consideration.
• Chilcott UK Limited & Another v Amit Patel and Another – acting for a seller in defence of claims for breach of competition and tax warranties and breach of fiduciary duties in excess of £250 million.
• Sopra Steria Limited v Working Links Employment Limited – appearing for a provider of services to the government in proceedings against a software provider arising out of the failure of a project.
• Thetis v MPTSOL – defending a national bus service franchisee against allegations of breach of an IT support contract.
• Peak Hotels and Resorts Limited v Tarek Investments Limited and Others – appearing for a shareholder in a dispute concerning the Aman Group, a global luxury resort hotel chain, including bringing and resisting claims for injunctive relief and the compulsory acquisition of shares (led by Michael Brindle KC).
• Procter & Gamble v Svenska Cellulosa Aktiebolaget SCA & Others – appearing for Procter & Gamble in the leading case concerning TUPE and occupational pension schemes (led by Christopher Nugee KC).
• Procter & Gamble v Svenska Cellulosa Aktiebolaget SCA & Others – appearing for Procter & Gamble in the High Court and Court of Appeal claiming damages in a dispute concerning the exchange rate applicable under a supply contract (led by Christopher Nugee KC).
• Powell and Others v General Electric Company – appearing for GE Oil & Gas in a dispute concerning the meaning of retention clauses in relation to warranty claims on the sale of a business (led by Timothy Dutton KC).
• Hardy & Another v Griffiths & Another – appearing for the defendant in a dispute concerning the construction of the terms governing deposits payable on the purchase of a property.
• Inquam Telecon (Holdings) ltd v Primus Telecommunications Ltd – appearing for the Defendant in the High Court and the Court of Appeal in relation to a telecoms contract dispute (led by Timothy Dutton KC)
• Devenish Nutrition Ltd v Sanofi-Avantis & Others – appearing in the High Court and the Court of Appeal for BASF AG and BASF plc in damages claims arising out of the worldwide vitamins cartel (led by Mark Brealey KC).
• Acting for Ineos in claims concerning the interpretation of long-term supply contracts.
• Advising C&W in a £100 million outsourcing dispute concerning benchmarking.
• Advising a bank in relation to fiduciary duties allegedly owed to high-net-worth customers claiming over US$120 million.

Private International Law

Stephen’s cases are usually international, that is to say, they may raise questions of jurisdiction, be subject to foreign law, and/or involve parties from third countries. As such, Stephen is conversant with private international law, has to consider expert evidence of foreign law and address questions of enforcement in England of foreign judgments and awards.

Recent work

• Advising regarding the jurisdiction of the English court to hear claims arising out of the sale of a valuable artwork.
• Public School Teachers’ Pension and Retirement Fund of Chicago and Los Angeles County Employees Retirement Association v Danie Marcus – Challenging the scope of the subjects for cross-examination as set out in an English Court Order made pursuant to a letter of request from the New York courts.
• Park Plaza Hotels Europe BV & Anor v Micha Polak – successfully challenging the jurisdiction of the English Court and obtaining a costs order in Euros to avoid exchange rate losses to the Defendant in the Netherlands.
• JF-K Company Limited v Volvo Truck Corporation – successfully challenging the enforcement of a Ghanaian Appeal Court judgment in England owing to ambiguity.
• Advising an engineering company on the doctrine of res judicata as it applies in England to foreign judgments.
• Advising a number of lenders on the enforceability of governing law and jurisdiction clauses in various suites of lending transaction documents.
• Defending an application to challenge the jurisdiction of the English courts in relation to claims brought against insurers of a marine cargo.

Appellate work

• Stephen has appeared in the Court of Appeal, the DIFC Court of Appeal and the Isle of Man Court of Appeal. He appears for both appellants and respondents.
• Recent appeals have concerned the test for rectification of a contract, the proper basis for the award of costs and the interpretation of legislation regarding the rectification of the register of charges held by the Isle of Man companies registry.

Aviation

• Acted in disputes arising out of aircraft engine leasing and emissions trading.
• Advising a corporate client in relation to a dispute with NetJets.

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