Matrix Receivables Ltd v Musst Holdings Ltd [2025] EWHC 3204 (Ch)

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

SIR CLIVE FREEDMAN:

I Introduction

• This is a consequential judgment to the judgment neutral citation number [2025] EWHC 2487 (Ch). There was a consequentials hearing on 4 November 2025 and judgment was reserved among other reasons in order to receive further evidence from Musst in respect of an application for a stay. The parties asked for this judgment to be postponed pending agreement of terms of an application of Musst for a stay which occurred on 19 November 2025. They also indicated that a transcript of the hearing of 4 November 2025 was being obtained: that had not been sought by the Court, but it was provided thereafter in order to assist the Court.

• The result of the case was that judgment was given for Matrix which the parties accept as a matter of calculation only is a sum of £175,380.76 plus interest in respect of a part of its claim for unjust enrichment in respect of a share of management fees received by Musst arising out of introductions to Astra of customers, namely 2B and Crown. An alternative claim in contract was dismissed. A much larger claim for unjust enrichment in respect of a share of performance fees in respect of the introduction of the same customers was dismissed. An alternative claim in contract was dismissed.

• This consequential judgment will consider the following issues, namely:

(i) interest in the judgment debt;

(ii) permission to appeal;

(iii) costs; and

(iv) stay of execution.

II Interest

• An application was made for interest pursuant to section 35A of the Senior Courts Act 1981. It is accepted that this is discretionary both as regards the period of interest and the amount of interest. There are two periods to consider, namely:

(i) the period from the time of the payments of the management fees prior to the assignment or the commencement of proceedings (“the First Period”);

(ii) the period from the assignment or the commencement of proceedings until judgment (“the Second Period”).

• As regards the First Period, no claim whether in contract or unjust enrichment was made brought after the end of the First Period. On the premise that there was no contract, this was a claim for unjust enrichment where the claim was less obvious than in the case of, for example, instalments payable under a contract. Any entitlement and its quantum did not arise for obvious consideration until the claim was intimated. The assignor of the claim, that is MMM, had ceased to trade in November 2012.

• The delay in MMM not pursuing a claim and in Matrix/Mr Reeves not procuring an assignment earlier and in not intimating a claim for such a long period has not been justified. Unlike in a contract claim, no sensible criticism can be made of Musst for failing to search out MMM. In the circumstances, no interest should be awarded for the First Period. There is no injustice because there was no justification for the delay.

• As regards the Second Period, I conclude from the time when the action was brought that interest should be paid. I accept the submission that the default position in respect of a US dollar claim is that interest should be at the Prime Interest rate, even where the parties are based in the UK. This has been clarified by Foxton J (as he then was) in Lonestar Communications Corporation v Kaye & Ors [2023] EWHC 421

• The US prime interest rate is often higher than the Bank of England base rate. In some instances, there is added 1 or 2% over the US prime interest rate to reflect the commercial cost of borrowing. In this case, there is no indication that a business was kept out of money. The court will treat as sufficient the US prime interest rate from time to time. Interest at that rate without an uplift is ordered on the judgment sum to be paid from the commencement of proceedings to judgment.

III Permission to appeal.

• It is only Musst which seeks permission to appeal. Matrix may seek permission to cross appeal, but only if permission is granted. The sole ground of appeal of Musst is that the Court ought to have found that the entirety of the claim was statute barred from April 2019 or November 2019, that is six years after the agreement was made between Musst and Astra or after the first payment of the management fees. The argument is that at that point there crystallised an enrichment for the purpose of running of time. That is to say that there was a contractual right to receive a share of the management fees or performance fees, irrespective of when they were actually received by Musst.

• The judgment made the distinction between the provision of services and the end product of the services. There was set out in detail in the judgment at J/109 – J/122 that the enrichment depended on the occurrence of contingencies. In the instant case, that depended upon payment being received by Musst from Astra.

• This is not a claim for an account. It is a claim based on enrichment. The enrichment occurred at different times. This analysis has been central to the basis on which Musst succeeded in its defence for the claim in respect of a share of the performance fees.

• It was at the heart of the rejection of the claim for performance fees that this did not accrue on the provision of services or the entitlement of Musst against Astra. This being an end product case, the litigation was required in order for the enrichment to take place. That involved the claim against Astra being fought and brought and the concomitant expense and risk to Musst and its shareholders to bring about the enrichment.

• Just as the enrichment did not arise until the money was received in respect of the performance fees case, so too in respect of the management fees. Thus, there is rejected the notion that the future entitlement to management fees was a benefit before the moneys were received. There was not a benefit until receipt of the moneys. If Astra had become insolvent and/or refused to pay, there would have been no benefit until payment was received by Musst. There was no single cause of action or single enrichment. Instead, every time Musst received money from Astra, there was a further enrichment. Hence, the conclusion that the receipts prior to 4 September 2014 were statute barred, but the receipts thereafter were not statute barred.

• There is no argument with a real prospect of success that an expectation that management fees sufficed for the accrual of the cause of action. The first formulation of Musst is that the accrual was at the time of the agreement between Musst and Astra in April 2013: it did not arise at that stage. There may have been no payment made by 2B or Crown to Astra, nor by Astra to Musst. The second formulation of Musst is that the accrual was at the time of the payment of the first management fee in November 2013: it did not arise at that stage save in respect of the share of the management which was received. There may have been no subsequent payments made by 2B or Crown to Astra. In each case, mere expectations were not the touchstone. The enrichment occurred when Musst received the various moneys.

• The case turns on its own facts, and there is no point of principle. In these circumstances, an appeal has no real prospect of success and there is no other compelling reason for an appeal to be heard.

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