The Chancery Division (Chief Master Marsh) has granted a summary judgment application in Rowe v. Aries Film Partner 1 Limited and others, a claim arising out of the tax treatment of film investment partnerships, dismissing claims against a number of individual defendants.
Between 2002 and 2007 the claimants invested in a number of LLPs, which in turn invested in the film industry. HMRC has recently sought to challenge the tax treatment associated with these investments. The claimants assert that they have thereby sustained losses. The claims were brought against various companies involved in operating the LLPs, and certain individuals that were directors of or employed by those corporate defendants.
The claims against the individual defendants were based on the fact that the individuals were also investors in the LLPs. They thereby accepted duties to their co-members (including the claimants) under Members' Agreements governing the structure of the LLPs. The claimants asserted that the individual defendants' conduct as directors and employees of the corporate defendants give rise to breaches by the individual defendants of the duties that they owed under the Members' Agreements.
The individual defendants applied for summary judgment on these claims, on the basis that their conduct as employees or directors of the corporate defendants could not give rise to breaches of the duties that they owed in their separate capacity as members of the LLPs.
The Chief Master accepted the individual defendants' application, granting summary judgment in their favour and dismissing the claims against them. The Chief Master found that, as a matter of the contractual construction of the Members' Agreements, the obligations owed by the individual defendants as members of the LLPs only extended to their conduct as members, and not their conduct as employees or directors of the corporate defendants. The case advanced by the claimants against the individual defendants therefore had no real prospect of success.
The judgment is here.
The individual defendants are represented by Tim Lord QC, Tony Singla, Craig Morrison and Jo Box, instructed by Reynolds Porter Chamberlain LLP.