James Ayliffe QC

Practice

James’s practice encompasses a broad range of commercial/business law, including banking/asset finance, commercial, company, financial services, hedge funds and other collective investment vehicles, insolvency, intellectual property, pensions, professional liability, property, regulatory and trusts work.

He acts both as an advocate and an advisor. As an advocate, he has appeared before a wide range of courts and other tribunals. He also has extensive experience of mediation and other forms of alternative dispute resolution. As an advisor, he advises both on contentious and non-contentious matters.

Further details of his practice, including some recent/notable cases, are provided below.

Banking/asset finance

Acting for defendant on successful strike out of £20m claim for allegedly wrongful enforcement of loan and mortgage of largest stately home in England (Haydon-Baillie v Bank Julius Baer & ors [2007] EWHC 1609);

Acting for defendant to £50m claim arising out of financing arrangements in respect of development of shopping centre [2006];

Advising major department store regarding £100m + claim against major bank in respect of breaches of agreement regarding provision of branded store and credit cards [2005];

Advising major bank regarding sale of derivative hedging products [2006];

Advising major bank regarding enforceability of “SAMs” (shared appreciation mortgages) [2006];

Acting for Banque Bruxelles Lambert SA in “Pointwest Litigation” between members of syndicate of banks financing the development of the former West London Air Terminal;

Acting in a series of reported cases arising out of the failure of Atlantic Computers including a test case to determine whether side letters conferring early termination rights on lessees under finance leases were binding on third party funders (Orion Finance Ltd v Crown Financial Management Ltd [1994] 2 BCLC 607);

Commercial

Acting for vendor of company facing substantial claim for breach of warranties in share sale agreement [2008];

Advising Safeway/Morrisons on various claims arising out the disposal of a portfolio of stores required by the Competition Commission following Morrisons’ acquisition of Safeway [2006];

Advising manufacturer of street cleaning vehicles regarding substantial claim against company responsible for cleaning of London boroughs [2006];

Group Public Relations Holdings Ltd v Ketchum Communications Inc [1997] 1 WLR 4 (post-judgment Mareva injunction)

Company

Regularly advises/acts on company law matters including shareholder disputes, unfair prejudice/just and equitable winding up, and director’s duties;

Acting for 50% shareholder in wide-ranging dispute with US partners over control of company [2008];

Acting for defendant to £200m claim arising out of takeover of listed company involving issues regarding stock exchange rules, the takeover code, duties of professionals involved in advising on takeovers [2006];

Acting for former chairman and majority shareholder of Chestertons estate agency in multi-million pound dispute with his financial backers involving issue as to entitlement to bring derivative action (Jafari-Fini –v- Skillglass Ltd (2005) BCC 842);

Acting for directors asserting equitable charge over £10m fund (Re TXU Europe Group Ltd (2004) 1 BCLC 519);

Acting for director accused of complicity in setting up a “poison pill” to deter company takeover in proceedings which the issue as to the validity of the “poison pill” ultimately went to House of Lords (Criterion Properties v Stratford UK Properties & ors [2004] 1 WLR 1846);

Orion Finance Ltd v Crown Financial Management Ltd (Nos. 1 & 2) [1996] 2 BCLC 78 & 382 (whether assignment of book debts was outright assignment or assignment by way of charge only; whether assignment of book debts void for failure to register as a charge at Companies House);

Mindbender Ltd v Abbott [1998] (validity of charge over goodwill);

Stanhope Pension Trustees & anor v Registrar of Companies: re Forte’s (Manufacturing) Ltd [1994] BCC 84, [1994] 1 BCLC 166 (power of court to declare dissolution of company void to allow claim to be brought by liquidator);

Financial services

Advising the Policyholder Advocate appointed in relation to proposed re-attribution of £5bn inherited estates of Commercial Union and Norwich Union [2008];

Acting for investor on £20m claims in respect of losses arising from investment in capital redemption contracts [2008];

Acting for pension fund trustees on multi-million pound claim for alleged mismanagement of with profits investment [2007];

Acting for claimants on claim against financial advisers in relation to mis-selling of unregulated collective investment scheme (Alpha Plus) [2005];

Advising claimants in respect of mis-selling of split capital investment trusts [2005];

Advising several major life offices on wide-ranging reviews of their with profits businesses following the House of Lords decision in Equitable Life v Hyman [2000-2003];

Hedge funds and other collective investment vehicles

Advising ACD regarding extent of potential liability for mismanagement of ICVCs [2008];

Acting for investors seeking to recover investments following collapse of £200m Bahamas-based Imperial Consolidated Alpha Plus Fund [2005];

Acting for custodian trustee of London-based PET 11 fund facing claims by 100s of disappointed investors [1998];

Insolvency

Regularly advises/acts on insolvency matters, both corporate and individual;

Particular expertise in relation to insolvency and real estate (editor of insolvency chapter in Hill & Redman’s Law of Landlord & Tenant);

Intellectual property

Acting for defendant on US$80m claim for breach of trademark licensing agreement [2005];

Acting for defendant on US$20m claim for alleged repudiation of trademark licensing agreement [2004];

Pensions

Advising pension fund trustees on multi-million pound claim against major life office for alleged mismanagement of with profits policy [2007];

Advising major life office in relation to potential £300m claims regarding advice in respect of changes to pension arrangements [2007];

Acting for claimants on a claim against pension advisers arising out of re-structuring of pension scheme in connection with sale of business [2006];

Acting for pension advisers facing a claim for negligence in relation to calculation of transfer values [2005];

Acting for directors/employees asserting claim to security for “top up” pension rights (Re TXU Europe Group Ltd [2004] 1 BCLC 519);

Acting for Equitable Life in high-profile proceedings regarding guaranteed annuity rates (Equitable Life Assurance Society v Hyman [2002] 1 AC 408);

Professional Liability

Extensive experience of claims against professionals including solicitors, barristers, accountants, financial advisers, valuers, estate agents, actuaries, directors and trustees;

Advising accountants facing £30m claim for alleged breaches of duty in relation to invoice discounting facility [2008];

Defending director against £2m claim for alleged breach of fiduciary and other duties to company [2008];

Defending QC against £10m claim for alleged negligent advice in relation to container leasing tax scheme [2007];

Defending solicitors against claims arising out of failed litigation over ownership of shares in Bonham’s auction house (Bonham v Blake Lapthorn Linnell [2006] EWHC 2513);

Defending City solicitors against £200m claim arising out of takeover of listed company [2005];

Acting for claimant on £20m claim against accountants for negligent advice in respect of tax avoidance schemes [2007];

Acting for claimant on claim against actuaries/pension advisers arising out of re-structuring of pension scheme in connection with sale of business [2005];

Defending City solicitors against multi-million pound claim for alleged negligence in implementation of tax saving scheme [2006];

Defending QC in respect of claim for alleged negligence in relation to advice/conduct of litigation [2005];

Acting for claimant in claim against financial advisers and actuaries in relation to negligent advice in relation to structuring of sale of business and associated pension scheme [2006];

Defending financial advisers against claim arising out of mis-calculation of transfer values [2005];

Defending tax adviser against claim for negligent advice in respect of “liberation” of pension fund assets [2007];

Defending City solicitors against multi-million pound claim in respect of alleged negligence in advising on/handling the sale of a business [2005];

HIT v Cohen Arnold [2000] PNLR (claim against accountants in respect of inaccurate net worth statement regarding guarantor);

Property

BP Oil & ors v Lloyds [2005] 1 EGLR 61 (enforceability of put option in relation to lease);

Mobil Oil v Birmingham City Council [2000] PLSCS 100 (rights of access to petrol station);

Lloyds TSB plc v Mesologgides [1999] PLSCS 296 (priority of charging order over beneficial interest in property);

Chattey & anor v Farndale Holdings Inc & ors [1997] 1 EGLR 153 (whether purchasers of units in property development were entitled to liens to secure deposits paid by them in priority to lender’s charges);

Stanhope Pension Trustees & anor v Registrar of Companies: re Forte’s (Manufacturing) Ltd [1993] 2 EGLR 118 (resurrection of original lessee following default by assignee);

Editor of Hill & Redman’s Law of Landlord & Tenant (chapter on insolvency/disclaimer);

Regulatory

Acting on disciplinary hearings, including hearings before governing bodies of accountants and actuaries;

Trusts

Advising settlor wishing to set aside substantial trust on grounds of mistake [2008];

Bonham v Blake Lapthorn Linnell [2007] WTLR (dispute arising out of failed trust litigation);

PET 11 (£12m claim against custodian trustee of property enterprise trust in London’s Docklands);

Memberships and publications

James is a member of both COMBAR and the Chancery Bar Association.

Professional reputation

James is recommended in the Legal 500 and/or Chambers & Partners for

• Banking
• Commercial litigation
• Company
• Professional negligence
• Pensions

Recent editions of the directories have described him as (among other things) “held in high regard”, “widely respected”, “meriting the most notable compliments”, “a team player”, “very clever”, “intellectually tough”, “will stand up to anyone”, “a star of the commercial Bar”.