Adrian Francis

Adrian has over twenty years' experience of acting in high value, complex commercial litigation/arbitration.

His main areas of expertise over this time have been company law (in particular, shareholder disputes and claims against directors), insolvency, trusts, civil fraud and asset recovery. Most of his significant cases in these areas have had an international, often offshore, element, through which he has gained considerable experience of working across borders with jurisdictional and conflict issues.

For many years Adrian also held an appointment as Junior Counsel to the Crown (latterly as a member of the A Panel) through which he gained substantial experience of governmental and general regulatory work, appearing, in particular, in numerous company directors disqualifications, public interest petitions and insolvency practitioner tribunal cases.

This brings to his current practice, specifically to his professional negligence and disciplinary work, a thorough practical understanding of professional standards and regulatory processes, together with associated public law/human rights issues.

The attributes most frequently commented upon by clients are Adrian's approachability, acuity and thoroughness. His attention to detail - in particular his command of financial material and accounting issues - is often highlighted. He has been recommended in Chambers & Partners for his excellent work and the impressive breadth of his practice.

The latter recognises Adrian excels at handling complicated cases that engage diverse areas of both modern and traditional chancery practice, including, for example, real property (in particular, security and priority), landlord and tenant, partnership and wills/probate. His breadth of knowledge and experience across all these areas enables him to give comprehensive strategic advice that is highly valued by clients.

Recent Instructions

In addition to the cases highlighted below, Adrian's most recent work has included the following:

- Acting in QBD proceedings concerning a large claim for commission brought by UK travel agents against an international airline. Areas covered include: contract, agency, restitution, EU competition law.

- Acting in QBD proceedings concerning a sale of a hotel. Areas covered include: rectification (of a share purchase agreement), contract, restitution, expert determination, abuse of process, accounting.

- Acting in QBD proceedings concerning the validity and scope of personal guarantees.

- Acting in a shareholders dispute and contributory's winding up petition in a case concerning detailed accounting issues and allegations of misappropriation of assets.

- Acting in disciplinary proceedings brought against an architect.

- Advising in relation to a failed solicitors practice and proceedings brought against former partners. Areas covered include: landlord and tenant, partnership, limited liability partnership, insolvency.

- Advising banks, trade creditors and debtors in relation to numerous insolvencies. Areas covered include: bankruptcy, liquidation, administration, transaction avoidance, protection and enforcement of security, landlord and tenant.

- Advising on the share allotment obligations of a company contemplating an initial public offering.

featured cases

IPOC International Growth Fund Ltd -v- L V Finance Group Ltd & Ors
Acted for a Bermuda-registered fund in a battle for control of one of Russia's leading mobile phone companies worth over US$1.5 billion. Dispute over share option and controlling stake in telecoms/property empire, involving allegations of fraud and corruption. Litigation in London, British Virgin Islands, Bermuda, Switzerland, Sweden, Russia, Netherlands and Bahamas.

Re: A Middle Eastern Telecom Operator
Acted in a shareholders dispute, referred to arbitration, concerning one of postwar Iraq's first licensed mobile phone operators. Allegations of breach of contract, unfair prejudice and breach of fiduciary duty.

BAWAG
Acted for an Austrian Bank in relation to a Cayman liquidation connected with the failure of a leading US broker, Refco. Allegations of fraudulent loans and assistance in false accounting.

Kamos Finanz -v- SLEC Holdings
Acted for the German insolvency administrator of a failed German media empire in relation to proceedings in London and Munich concerning the enforcement of a US$235m loan.

Shaker -v- Mohammed Al-Bedwari & Ors
Acted on appeal for a claimant seeking an account of profits in relation to a misuse of shares in an Arab American TV business alleged to be held on constructive trust. Resulted in an important Court of Appeal authority on the scope of the "Prudential principle". Also acted in a consequent professional negligence claim arising from the conduct of the proceedings by other counsel at first instance.

Oxus Mining -v- Templeton
Acted for the defendants in an action to set aside warrants for shares, worth millions of pounds, on the grounds of failure of consideration.

Savings & Investment Bank Ltd (In Liquidation) -v- Fincken
Acted for the defendant in a long-running action brought by the liquidator of a failed Manx Bank for breach of warranty and misrepresentation by reason of alleged non-disclosure of assets. Resulted in three appeals to the Court of Appeal, including two significant decisions on the scope of (a) s.35 Limitation Act; and (b) the "unambiguous impropriety" exception to without prejudice privilege.

Re: Goldman Williams Ltd, City Vintners Ltd & ors
Acted for the Secretary of State in a series of successful public interest petitions brought against wine investment companies to prevent mis-selling.

Re VK Vintners Ltd
Acted for the Official Receiver in a successful trial of consolidated disqualification and wrongful trading proceedings concerning fraudulent evasion of VAT.

Paz & ors -v- Steele & ors
Acted for a principal party in long-running complex trust litigation in the Isle of Man and Privy Council concerning the ownership of a management consultancy business. Reputed to be one of the largest ever civil cases there, involving approximately 90 parties, it resulted in an important judgment on the status of protectors in offshore trusts.

Examples of reported cases

Dian AO v Davis Frankel & Mead Commercial Court (Moore-Bick J) [2005] 1 WLR 2951
Part of the IPOC litigation (see featured cases above). An application for inspection of the court file in connected English proceedings. Consideration of the applicable principles on such applications.

Inland Revenue Commissioners v Blueslate Ltd Ch.D (Hart J) [2003] EWHC 2022
Appeared for the Inland Revenue on an application for pre-action disclosure relating to proposed misfeasance proceedings under the Insolvency Act 1986.

R (POW Trust) v Chief Executive and Registrar of Companies Administrative Court (Lightman J) [2004] BCC 268
Appeared as amicus curiae on an application for judicial review of/a human rights challenge to decisions of the Registrar of Companies to impose penalties on a charity for failure to file accounts.

Savings & Investment Bank Ltd (In Liquidation) -v- Fincken
See featured cases above. For first appeal (against refusal to strike out claim) see [1999] WL 33210349. For second appeal (concerning amendment after expiry of the limitation period) see [2001] EWCA Civ 1639, Times 15 Nov 2001. For third appeal (concerning the unambiguous impropriety exception to the without prejudice rule) see [2004] 1 WLR 667.

Shaker -v- Mohammed Al-Bedwari & Ors
See featured cases above. See [2003] Ch 350 for judgment on the substantive appeal and [2002] EWCA Civ 1900 for the subsequent judgment on costs.

Re: Goldman Williams Ltd, City Vintners Ltd [2001] WL 1676925
See featured cases above.

Secretary of State for Trade and Industry v Liquid Acquisitions Ltd Ch.D (Lloyd J) [2003] 1 BCLC 375 Another of the wine investment cases, where the company was wound up on a public interest petition for employing sales techniques involving misrepresentation and deceit.

Duoview v Foxtons Ch.D (HHJ McGonigal) [2001] WL 1903428
Appeared for the claimant in a professional negligence action against letting agents, first on a successful appeal against a strike out application, then subsequently at a successful trial.

Re VK Vintners Limited [2001] 2 BCLC 235.
See featured cases above.

Gencor ACP Ltd v Dalby Ch.D (Rimer J) [2000] 2 BCLC 734
Appeared for directors on a company's application for summary judgment on a claim for dishonest misappropriation of assets.

Secretary of State for Trade and Industry v Guest Ch.D. (Jonathan Parker J) [1999] BPIR 587 Appeared for the Secretary of State on an application to transfer an individual voluntary arrangement from a county court to the High Court, where the court's jurisdiction was in issue.

Re: Verby Print for Advertising Ltd Ch.D (Neuberger J) [1998] BCC 652
Appeared for the Secretary of State on an appeal against a disqualification order, in which allocation of the burden of proof was considered.

Re: Diamond Computer Systems Ltd Ch.D (Jules Sher QC) [1997] 1 BCLC 174.
Appeared for the Official Receiver to successfully defend a strike out application in disqualification proceedings.

Re: Stormont Ltd Ch.D (Lloyd J) [1997] BCC 473
Appeared for the Secretary of State on an application for retrospective leave to issue disqualification proceedings. Consideration of applicable principles on such applications.

Secretary of State for Trade and Industry v Hickling (HHJ Weeks QC) [1996] BCC 678
Appeared for the Secretary of State in disqualification proceedings concerning the issue of de facto directorship.

Steele v Paz (1995) 1 Butterworth Offshore Cases 338.
See featured cases above.

Bulbruin Ltd v Romanyszyn CA [1994] RTR 273.
Appeared for the defendant in an action to reclaim a vehicle purportedly sold to him by a local authority exercising its statutory powers to dispose of abandoned vehicles under the Road Traffic Regulation Act 1984. Successful appeal establishing that the exercise of the statutory power conferred good title.

Arab Bank Plc v Mercantile Holdings Ltd Ch.D (Millett J) [1994] Ch. 71
Appeared for the defendant in an action by a bank to enforce its security over commercial leasehold premises in the City of London. Consideration of the legality of a mortgage debenture and the jurisdictional scope of the financial assistance provisions of s.151 Companies Act 1985.

Re:First Express Ltd Ch.D (Hoffmann J) [1991] BCC 782.
Appeared for a liquidator on a successful application to set aside an order made ex parte under s.234 Insolvency Act 1986 in favour of administrative receivers and to defend committal proceedings for non-compliance with the order. Consideration of applicable principles on such applications.

Re: Land and Property Trust Co Plc CA [1991] BCC 459
Appeared for a creditor on an appeal against a non-party costs order made in the companies court in administration proceedings. Consideration of whether permission to appeal was required.