James Ayliffe KC

Civil fraud and asset recovery

James has extensive experience of civil fraud cases, including

• deceit, breach of fiduciary duty, knowing receipt/assistance, unlawful means conspiracy claims;
• asset tracing;
• setting aside ‘sham’ transactions and arrangements;
• avoidance of transactions defrauding creditors; and
• freezing injunctions and other interim relief.

Some representative cases include:

• representing Russian joint venture partner defending claim for fraudulent misrepresentation in connection with establishment of BVI joint venture vehicle;
• acting for shareholder in property investment company on claim for fraud, breach of fiduciary duty, and conspiracy against other shareholders/directors in connection with sale of company assets to themselves at a substantial undervalue;
• acting for tax authorities of foreign state seeking to set aside fraudulent transactions entered into by tax debtor in efforts to prevent enforcement of £200m tax debt;
• acting for defendant to £50m claim arising out of the operation of a corporate Ponzi scheme;
• representing City trader in defence of claim for the recovery of £20m of AIM-listed company shares allegedly misappropriated by him;
• acting for European car parts distributor in claim against former directors/ employees for fraud and unlawful means conspiracy;
• setting aside “sham” trust established by Hong Kong businessman to shield his assets and prejudice creditors.

Download Civil fraud and asset recovery CV

Commercial disputes

James’s experience in the commercial field includes:

• banking & finance;
• civil fraud;
• company;
• financial services;
• insolvency;
• joint ventures & partnership.

Some examples of other commercial cases handled by James include:

• advising major provider of outsourcing services regarding termination and ‘step-in’ issues;
• advising private equity firm regarding issues arising under an agreement for the sale of shares in a Turkish retail business;
• acting for local authority in dispute with major waste recycling business regarding the proper interpretation of their respective obligations under long-term contract for recycling of waste;
• acting for well-known FTSE 100 company in LCIA arbitration concerning operation of complex £2bn re-financing arrangements;
• advising private equity firm regarding contractual rights against vendor of software business;
• advising packaging company in relation to dispute with its logistic services supplier regarding proper performance of its contractual obligations;
• acting for printing company defending a multimillion-pound claim by a government agency for breach of contractual duties to protect confidential material from theft;
• acting for a hotel owner in multimillion-pound LCIA arbitration relating to alleged breaches of operating and management agreement in respect of a major hotel in Saudi Arabia;
• advising Russian investment bank in relation to claim by executive recruitment firm for fees for alleged services in connection with the recruitment of top executives;
• representing a provider of share and bond trading services in multimillion-pound dispute with IT suppliers;
• representing licensor in defence of US$80m LCIA arbitration regarding alleged breach of international licence agreement governing use of well-known brand and trademark in connection with sale of handbags;
• advising manufacturer of street cleaning vehicles on contractual claim against company responsible for the cleaning of London boroughs;
• Acting for international financial services group defending £20m claim for alleged fraudulent misrepresentation in relation to the sale of insurance business;
• representing vendors of air conditioning business in claim for deferred consideration for sale of shares;
• advising local health authority in relation to issues arising under complex contractual outsourcing arrangements;
• acting for licensor in US$20m claim for alleged repudiation of an international licence for the use of a well-known brand in connection with the sale of watches.

James has been listed in the directories for commercial chancery work for many years. 

Much of James’s commercial work has off-shore or cross-border elements. Some representative cases include:

• acting for Russian joint venture partner in successful defence of BVI proceedings for alleged misrepresentations in relation to establishment of joint venture vehicle;
• acting in BVI proceedings for setting aside of statutory demand served on joint venture company on grounds of prospective inability to pay US$6 million loan note;
• acting for Dubai and Brunei investors in LCIA arbitration concerning alleged breaches of hotel management agreement in respect of hotel in Saudi Arabia;
• acting for defendant to US$30m claim by Cayman- and Netherlands Antilles-based hedge fund vehicles;
• advising Jersey financial regulator regarding responsibility of overseas firms operating through serviced offices and other facilities in Jersey;
• advising in relation to alleged misappropriation of Ukrainian media interests and enforcement of US judgment against Cypriot company (owned by Channel Islands trust) to which such interests had been transferred.

Download Commercial disputes CV

Company law

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International arbitration

James has wide experience of international (and domestic) arbitration as well as other forms of alternative dispute resolution, including mediation, expert determination and early neutral evaluation.

Some representative cases include:

• acting for FTSE 100 company in LCIA arbitration concerning the proper interpretation and operation of complex contractual arrangements for the disposal of properties within a large UK real estate portfolio;
• acting for Dubai and Brunei investors in multimillion-pound LCIA arbitration relating to alleged breaches of operating and management agreement in respect of a major hotel in Saudi Arabia;
• acting for a UK property fund in relation to expert determination of issues relating to profit share arrangements with a development partner.
• representing licensor in defence of US$80m LCIA arbitration claim for alleged breach of international licence agreement governing use of well-known brand and trademark in connection with sale of handbags;
• acting for licensor in US$20m claim for alleged repudiation of international licence agreement relating to use of brand in connection with sale of watches;
• representing a successful and long-established firm of accountants in an arbitration concerning the rights of a retiring partner to dissolve the firm.

James also acts as an arbitrator, mediator and expert himself.

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Insolvency

James has wide experience of insolvency issues and disputes, both corporate and individual, and a particular expertise in property-related insolvency. He is co-author of Transaction Avoidance in Insolvencies, OUP, 3rd ed (2018), and the specialist editor of the insolvency chapter in one of the principal practitioner texts on landlord and tenant law, Hill & Redman’s Law of Landlord & Tenant.

Some representative cases include:

• advising landlord of valuable retail premises regarding potential challenge to CVA of well-known restaurant chain tenant;
• acting for creditor in bitterly contested proceedings to set aside statutory demand based company debtor’s prospective inability to pay a US$6 million loan note;
• acting for property group in proceedings for resurrection of dissolved group companies to pursue £100 million claims against a third-party and appointment of a receiver of the claims with authority to commence legal proceedings to protect against potential limitation defences pending resurrection of companies;
• advising trustee in bankruptcy and liquidators of well-known property investor and his companies in attempts to recover assets worth in excess of £100m for the benefit of creditors;
• acting for administrators of HMV in defence of proceedings by its landlords for permission to retake possession of its flagship Oxford Circus store and other stores;
• acting for tax authorities of foreign state seeking avoidance of transactions by which insolvent tax debtor transferred more than £100m into offshore tax havens;
• obtaining a vesting order in favour of guarantor to help mitigate substantial on-going costs following disclaimer of lease by liquidator of insolvent tenant;
• advising lender regarding voidability of proposed transactions under ss 238-239 Insolvency Act 1986;
• advising landlords regarding entitlement to payment of rent as an expense in the tenants’ administration;
• acting for well-known car dealership in a complex dispute arising out of the conduct of company administration;
• advising the purchasers of apartments in a luxury development regarding their options following insolvency of the developer/landlord.

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Joint venture and partnership disputes

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Professional liability

James has extensive experience of professional liability matters, including matters relating to:

• solicitors;
• barristers;
• accountants;
• financial advisers;
• investment managers;
• trustees and fiduciaries;
• company directors;
• pension professionals (including actuaries and benefit consultants);
• surveyors and valuers;
• construction professionals (including architects and quantity surveyors).

James’s experience includes not merely claims for negligence but also claims for breach of fiduciary duties, breach of trust, breach of warranty of authority, and contravention of regulatory and professional rules and regulations.

James also advises on professional indemnity insurance issues such as interpretation of policy provisions, aggregation of claims, declinature of cover, conflicts of interest/separate representation, and confidentiality/privilege issues.

James has been ranked in the field for many years.

Some representative cases include:

• advising a private equity firm regarding £40m claim against well-known accountants for negligence in conduct of due diligence engagement;
• defending City solicitors facing £5m claim arising out of contract for sale of valuable development land in Kensington, London;
• defending financial services firm against claim by investor for breach of duty in relation to SIPP investment;
• defending well-known accountants against a multimillion-pound claim for losses arising out of a PPP/PFI project;
• advising claimant on £40m claim against solicitors and counsel in relation to advice regarding settlement of legal proceedings;
• acting for bank on multimillion-pound claim against construction professionals in relation to losses on a failed property development project;
• acting for Channel Islands trustees in defence of multimillion-pound claim for alleged negligence in management of substantial investment portfolio;
• defending leading commercial QC against £6m claim in relation to conduct of litigation relating to commercial property development;
• advising liability insurers of company directors facing US $200m claims for breach of duties owed to the company in relation to the management of failed investment fund;
• defending City solicitors against complex claim by pension scheme trustees arising out of failure to implement equalisation of retirement ages;
• acting for accountancy firm facing £50m claim arising out of allegedly negligent audit work in failing to detect that company was being run as a Ponzi scheme;
• acting for well-known firm of solicitors against £55m claim for alleged negligence in relation to grant of options for development of airspace above a portfolio of petrol filling stations;
• acting for pension fund administrators in relation to a claim by pension scheme trustees for losses arising out of failure to implement Barber equalisation;
• advising City solicitors regarding mitigation options in relation to a multimillion-pound negligence claim in relation to advice regarding acquisition of property;
• advising indemnity insurer on coverage issues arising from multiple claims by lenders for losses arising out of mortgage frauds;
• defending City solicitors against multimillion-pound claim for allegedly negligent implementation of tax saving scheme;
• acting for accountancy firm facing US$30m claim by a hedge fund arising out of failure to warn of fraud in relation to proposed investment by the fund;
• defending City solicitors against £200m claim arising out of advice given in connection with the takeover of listed company;
• defending solicitor trustee against complex multimillion-pound claim for negligence and breach of duties in management of trust assets over more than 20 years;
• acting for bank on a multimillion-pound claim against well-known firm of valuers in relation to losses on development loan facility;
• acting for wealthy individual on multimillion-pound claim against accountants/tax advisers in relation to negligent tax advice and failure to disclose ‘secret commissions’;
• advising pension fund trustees regarding a multimillion-pound claim against City solicitors for alleged negligence in relation to advice regarding property acquisition;
• representing leading tax QC in defence of £10m claim for allegedly negligent advice in relation to a container leasing tax scheme;
• defending leading commercial QC in defence of a multimillion-pound claim for alleged negligence regarding conduct of commercial litigation
• defending solicitors against substantial claims arising out of failed litigation over ownership of shares in Bonham’s auction house; and
• acting for banking syndicate on a £100m claim against City solicitors in relation to advice regarding title to the ‘Pointwest’ property development.

Download Professional liability CV

Property

James has extensive experience of property matters, including:

• contracts for the sale or grant of interests in land;
• options;
• restrictive and other covenants affecting land;
• easements;
• adverse possession;
• land registration;
• landlord & tenant;
• mortgages and charges; and
• trusts of land.

James also has particular expertise in relation to property-related insolvency. He is the editor of the insolvency chapter of Hill & Redman’s Law of Landlord & Tenant (Lexis/Nexis) and a co-author of Transaction Avoidance in Insolvency, OUP, 3rd ed (2018).

Reflecting his wider commercial experience, much of James’s property work is of a commercial nature or involves other areas of law such as banking, company, insolvency, financial services, professional negligence or trusts.

James has been ranked in the directories for real estate litigation for many years.

Some representative cases include:

• representing major US engineering company on successful strike out of claim for damages for repudiation of agreement for sale and purchase of land for construction of new manufacturing facility;
• acting for property group facing claim by former joint venture partner for breaches of agreement for acquisition of development of land now alleged to be worth £80m;
• acting for a well-known FTSE company in connection with issues and disputes arising under a £2bn sale and leaseback of portfolio of 6,000 properties;
• acting for defendant facing claim for alleged repudiation of £20m contract for sale of former Royal Mail sorting office in Kensington (Royal Mail Estates v Maples Teesdale [2016] 1 WLR 942);
• advising co-owner of retail park in relation to dispute with its co-owner regarding sale of its interest in the retail park;
• providing expert evidence regarding English property law in Dutch proceedings regarding the enforceability of agreement for sale of Euro 8m office building in Utrecht;
• advising property unit trust regarding its rights under CVA entered into by tenant of one of its retail units;
• representing partner in a property joint venture in multimillion-pound dispute arising out of failures by other partner to disclose personal interests and profits from dealings with joint venture vehicle;
• acting for defendant in successful defence of a £55m claim concerning alleged breach of options to grant leases of the airspace above a portfolio of UK petrol filling stations (Ridgewood Properties v Valero Energy [2013] 6 EG 105);
• acting for the administrators of HMV in relation to proceedings by landlords for possession of its flagship Oxford Circus store and other stores;
• acting for vendor in a claim for specific performance of contract for sale of multimillion-pound factory premises involving difficult issues regarding s 2 Law of Property (Miscellaneous Provisions) Act 1989;
• representing guarantor seeking a vesting order in respect of a commercial lease following insolvency of tenant so as to mitigate against £2.5m yearly rental liabilities;
• advising landlords of retail premises with insolvent tenants regarding entitlement to payment of rent as an expense of the tenants’ administration;
• advising residents of a luxury development in wide-ranging dispute with developer/ freeholder
• advising a well-known supermarket chain regarding claims arising out of the disposal of portfolio of stores;
• acting for a well-known car dealership on a complex claim for the recovery of valuable leasehold land following dissolution of the tenant company and disclaimer of lease;
• acting for trustees of a property unit trust in dispute regarding priority of competing interests in £28m warehouse premises (Dominion Trustees v Capmark Bank Europe [2011] 2 EGLR 87);
• advising owner of valuable advertising sites regarding the status and priority of its rights;
• acting for vendor in dispute regarding enforceability of contract for sale of development property in west London (Best Beat v Mourant & Co [2009] PLSCS 1);
• acting on dispute regarding the operation and effect of section 28 Land Registration Act 2002 (Halifax v Curry Popeck [2009] 1 P&CR 7);
• acting for well-known house-builder in multimillion-pound dispute regarding enforceability of overage provisions in contract for sale of development property;
• advising London borough regarding easements in connection with the multimillion-pound development of a well-known London landmark.

Download Property CV

Trusts, probate and estates: contentious

Although not a ‘private client’ practitioner, James has extensive experience of complex, high-value contentious trusts and estates disputes, where his wide commercial experience is often invaluable.

Some representative matters include:

• acting for action group of investors on claim against Channel Islands trustee company for recovery of £45 million invested in failed beachfront development in St Lucia;
• acting for trustees of substantial Channel Islands trust in defence of multimillion-pound claim for alleged breach of trust in relation to management of investment portfolio;
• representing an international bank trustee company in contested application by beneficiary for appointment of judicial trustee in respect of UK and offshore trusts;
• acting for principal beneficiary of trust of large landed estate in wide-ranging dispute with trustees and others regarding validity of trust and her rights as a beneficiary;
• advising trustees of Isle of Man trust regarding potential claim against investment advisers in respect of losses suffered on investments in a failed Lehmans fund;
• advising trustee in bankruptcy of well-known UK property tycoon in proceedings to recover hundreds of millions of pounds owing to creditors from assets held in Channel Islands trusts;
• acting for well-known trust/tax consultant on application for removal and replacement of Belizean trustee of multimillion-pound trust;
• acting for South African judgment creditor seeking to ‘break open’ a trust structure established across a number of offshore jurisdictions in order to enforce against hundreds of millions of pounds of assets transferred into trust by the judgment debtor;
• acting for trustees of a Jersey property unit trust in dispute as to priority of their rights of indemnity and associated lien against trust property;
• acting for trustee facing a multimillion-pound claim alleging breach of trust in relation to his dealings with trust property comprising shares in a real estate company;
• advising well-known firm of solicitors facing a multimillion-pound claim arising out of a disastrous Beddoe application;
• acting for a high-net worth individual seeking to set aside trusts set up for the purpose of mitigating tax and to claim damages and an account of ‘secret profits’ from the advisers involved in setting up the trusts;
• advising a settlor regarding avoidance of a multimillion-pound Bermudan trust on the grounds of mistake;
• acting for a firm of solicitors in successful defence of wide-ranging claims by beneficiary in relation to conduct of earlier trust litigation;
• acting for Hong Kong bank in proceedings to set aside a multimillion-pound ‘sham’ trust established with a view to defrauding creditors; and
• advising on issues arising out of dispute between Russian oligarchs involving challenges to the validity of trust and nominee arrangements.

Download Trusts, probate and estates: contentious CV