Matrix Receivables Ltd v Musst Holdings Ltd [2025] EWHC 2487 (Ch)

Mr Peter Knox KC and Ms Katharine Bailey (instructed by Taylor Wessing LLP) for the Defendant

MR JUSTICE FREEDMAN:

I Introduction

• This action is a sequel to an action between Musst Holdings Limited (“Musst”) and Astra (“Musst v Astra”). In that action, it was found among many other things that Musst introduced the investments of two clients, namely The Observatory/2B and LGT/Crown, who had both invested in accounts managed by Astra LLP on behalf of Octave. It was found that Astra took over the management of funds in place of Octave. The contractual issues were far more complicated than is necessary for the purpose of this introduction.

• One of the issues in Musst v Astra was whether the introductions were not those of Musst, but those of a company known as Matrix Money Management Limited (“MMM”). There has in the lead up to trial in this action been added an issue by Musst by re-amendment that it was an associated company of MMM rather than MMM which made the introductions, and in particular Matrix Alternative Asset Management Limited or limited partnership Matrix Alternative Asset Management LLP and/or its associated company Matrix Money Management Limited (“MMM”) (together “Matrix”). There was evidence led in this regard of Mr Saleem Siddiqi of Musst, his wife, Ms Alexandra Galligan (of Matrix and thereafter of Musst), Mr Luke Reeves, head of retail and institutional business at Matrix and Mr Anish Mathur of Astra.

• I gave judgment in that action neutral citation number [2021] EWHC 3432 (Ch) on 17 December 2021 in which I found that within the contract made between Octave and Musst and thereafter novated so that Astra became a party, Musst introduced the investments of The Observatory/2B and LGT/Crown. In the alternative, if it were the case that a part of the introduction was that of Matrix, then it sufficed that the introduction was a joint introduction of Musst and Matrix. The result was a contractual entitlement of Musst to a share of management fees (being in respect of management of the fund charged on a periodic basis) and performance fees (being dependent upon a successful investment and only charged at the point of success) received by Octave at first and then Astra. A subsequent appeal was dismissed.

• As the Claimants have acknowledged, whilst that judgment does not give rise to any form of res judicata or issue estoppel as between the present parties and the findings are not strictly admissible at trial (see Secretary of State for Trade v Bairstow [2003] EWCA Civ 321), neither party has sought to argue that the Court should depart significantly from the conclusions reached in that case.

• The instant action is brought by Matrix Receivables Limited (“MRL”) as assignees of MMM in unjust enrichment against Musst for a share of the moneys which it has received or is due to receive from Astra in respect of the share of the fees received in respect of The Observatory/2B and LGT/Crown investments.

• The action had been brought in a broader compass because it had been alleged that there was an express contract, and if not an express contract, then an implied contract between Matrix and MMM (“the contractual claim”). In the alternative, it has been alleged that there is a claim in unjust enrichment for the benefit received by Musst from Astra at the expense of Matrix.

• There had been an application for reverse summary judgment and/or strike out made by Musst seeking to strike out the contractual claims, which I heard. Summary judgment and/or strike out was also sought in respect of the unjust enrichment claim, limited to the sole ground that it was statute barred. The Court refused to give summary judgment or to strike out refusing to decide summarily that the case in unjust enrichment was statute barred. In respect of the contractual claims, whilst recognising how weak they appeared to be, I also refused to give summary judgment or to strike out, being concerned that something would emerge in the unjust enrichment claim. The judgment was reported at neutral citation number [2024] EWHC 149 (Ch) on 17 June 2024. In the event, MRL has now abandoned the contractual claim. Another area where the issues have narrowed is that whilst limitation remains in issue, MRL no longer alleges concealment if there is a limitation defence.

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