david lascelles

David is regularly instructed in share and business sale disputes including claims by vendors for failure to pay consideration and claims against vendors for breach of warranty, misrepresentation and indemnification.  He also acts in commission claims in respect of such sales.

Previous cases have included David representing:

• the vendors of multi-national group in a £13million claim for breach of accounting and other warranties as well as a separate £1.5million indemnity claim in respect of foreign tax liabilities (Constructor v Delap, Commercial Court & QB 2010 & 2011);
• one of the world’s leading car manufacturers in a dispute regarding alleged non-payment under a share sale agreement (Illien & Morgan v Daimler UK PLC & Daimler AG 2010 QB));
• the vendors of an alternative energy business in a €40 million share sale dispute in the Commercial Court and Court of Appeal (FKI Engineering Ltd v DeWind GmbH [2009] 1 All ER (Comm) 118 (led by Charles Samek);
• the vendors in £600,000 international business purchase and sale of goods dispute (Brush Electrical Machines v De Wind 2008 Commercial Court);
• the vendor of road-markings company in commission claim arising from a share-sale (de Mendonca v Phippen 2009 QB);
• the former clients of a corporate finance firm in defending a £360,000 commission claim (Kimbells v Emery & Oths 2008 Commercial Court).

David has extensive experience of advising in relation to unfair prejudice petitions and derivative actions as well as in claims to enforce articles of association and shareholder agreements.  

Many of David’s cases involve shareholders who are directors accused of abusing their position.  His practice in this area is complemented by his substantial experience in claims brought by and against directors.

Examples include David representing:

• a minority shareholder in a group operating care-homes in relation to a multi-million pound unfair prejudice petition against his fellow shareholders and the directors of the group as well as in associated shareholder disputes (on-going); 
• a minority shareholder in bringing a second unfair prejudice petition in respect of his shares in a steel products manufacturing company (on-going);
• the majority shareholder in a pharmaceuticals company resisting an unfair prejudice petition (on-going);
• the majority shareholders in a major tourist attraction. David’s clients successfully overturned an interim injunction which was preventing completion of a $100million share sale (A Co v B Co & C shareholder, 2008 Commercial Court (led by Ian Mayes QC));
• the majority shareholders in a Royal Warrant holding furniture manufacturer in defending a multi-million pound unfair prejudice petition (Re K & T Partnership, 2009 Chancery Division);
• the majority shareholders of a leisure boat company in multi-million pound claims involving co-joined unfair prejudice petition, claim in respect of unauthorised takings from the company as well as a related partnership dispute.

David frequently acts as an adviser and advocate in commercial fraud disputes.  Examples include David representing:

• the former MD of corporate finance company in claims for over £130million of fraud, bribery and conspiracy in relation to an alleged Ponzi scheme (KBC Lease (UK) Ltd v Total Asset Limited, on-going, led by Charles Samek QC)

• the former partners of major regional solicitors’ firm bringing multi-million claims of fraud, breach of fiduciary and contractual duties, conspiracy and dishonest assistance against their former partner and his business associates (Cohen v Dennison, 2008/ 2009 Chancery Division, led by Clive Freedman QC);
• the ex-CEO of Group operating in the former Soviet Union in several related fraud and breach of fiduciary duty claims including (led by Sam Neaman) in ERT Plc v Daley [2009] All ER (D) 241 (Jun) where the Court of Appeal considered the scope of contractual and fiduciary duties;
• a Dubai property agent in claims of fraudulent misrepresentation and dishonest assistance in relation to the sale of development properties in Dubai and Ajman (Dawood v DHOE, Chancery Division 2008 – 2010);
• a defendants in multi-million pound claims of conspiracy, dishonest assistance, knowing receipt and fraud in the insurance industry (Markel International Insurance v SGC & Oths; QBE Insurance & Amalfi Underwriting v SGC Ltd & Oths, Commercial Court 2007 – 2008, led by Robert Hildyard QC)).

David is also the author of the practice note on deceit and misrepresentation for the leading online know-how provider, PLC.

David is highly experienced at assisting clients to resolve successfully their director and senior employee disputes.  With a particular expertise in disputes involving commercial or company law aspects, he has acted in many hotly-contested proceedings involving alleged breaches of contractual, fiduciary and statutory duties. 

He has been instructed in a number of high-value bonus and wrongful dismissal disputes. 

David also regularly acts in claims involving alleged unlawful competition including assisting clients successfully to obtain, and resist, injunctions.  He assisted Selwyn Bloch QC with updating the chapter on interim remedies in the latest edition of Employment Covenants and Confidential Information (2009).  

Examples of recent / significant cases include David representing:

• the victorious former CEO in ERT Plc v Daley [2009] All ER (D) 241 (Jun) where the Court of Appeal considered the scope of contractual and fiduciary duties (led by Sam Neaman);
• a major restaurant business in successfully obtaining injunctions against its finance and marketing directors and Michelin-starred head chef to prevent them setting up in competition and misusing confidential information (V Co v X, Y & Z 2009 Chancery Division (led by Stuart Ritchie));
• the ex-CEO of a financial instutition at the Commercial Court trial and then in the Court of Appeal in one of the highest-value wrongful dismissal and bonus disputes ever litigated (Huntington v Imagine Group [2008] All ER (D) 40 (Feb) (led by Andrew Clarke QC));