Adrian Pay

Adrian’s has acted in high-value commercial litigation, litigated in the High Court in this jurisdiction and offshore: (e.g., Caldero v Beppler & Jacobson Ltd [2013] EWHC 2191 (Ch), [2014] EWCA Civ 935, Weavering Macro Fixed Income Fund Limited (in liquidation) (Cayman Islands) and Re Dragon Capital Ltd (BVI HC (Com) 2014/0171)). He is instructed in commercial fraud cases (e.g. Weavering Macro Fixed Income Fund Limited (in liquidation)).

Adrian has expertise in many aspects of modern commercial litigation (e.g. large-scale e-discovery exercises, asset preservation interim relief, computer forensic evidence, conflict of laws, acting in foreign jurisdictions).

Adrian has wide experience in company matters, with particular expertise in shareholders’ disputes. ‘He has a complete grasp and measure of English company law’ (Legal 500 UK Bar 2024).

He acted, led by Robin Hollington KC, in significant and high profile unfair prejudice petitions:

• Re Compound Photonics Ltd [2022] EWCA Civ 1371 (appeal) and [2021] EWHC 787 (Ch) (trial), a key decision as respects express obligations of ‘good faith’ in shareholders’ agreements and otherwise. Interlocutory decisions: Re Compound Photonics Ltd [2019] EWHC 1140 (Ch) (locus standi); Re Compound Photonics [2019] EWHC 1521 (Ch); Re Compound Photonics [2019] EWHC 3452 (Ch) (disclosure); Re Compound Photonics Ltd [2020] EWHC 1919 (Ch) (resisting appeal against disclosure order); Re Compound Photonics [2020] EWHC 2147 (Ch) (Petitioners’ application for unless order re disclosure); Re Compound Photonics Ltd [2020] EWHC 3176 (Ch) [2021] BCC 249 (Petitioners’ strike-out application).
• Caldero v Beppler & Jacobson Ltd [2013] EWHC 2191 (Ch) (trial of issue as to whether investment was by way of capital or loan) [2014] EWCA Civ 935 (appeal), a high-profile and long-running shareholders’ dispute, over two prestigious hotels in Montenegro; Re Beppler and Jacobson Ltd [2018] EWCA Civ 763 [2018] BCC 839 (appeal in relation to the construction of the provisional liquidators’ funding agreement in that case) and [2016] EWHC 20 (Ch) (first instance). Other interlocutory decisions include: Re Beppler and Jacobson Ltd [2012] EWHC 1609 (Ch) (CPR 31.22); Re Beppler and Jacobson Ltd [2012] EWHC 4031 (Ch) (books and records); Re Beppler and Jacobson Ltd [2012] 12 WLUK 467 (amendments); Re Beppler and Jacobson Ltd [2014] EWHC 1142 (Ch) (payment-up of shares); Re Beppler and Jacobson Ltd [2014] EWHC 2748 (Ch) (costs); Re Beppler and Jacobson Ltd [2014] EWHC 4533 (Ch) (post-judgment freezing order as respects costs).
• Re Dragon Capital Ltd (BVI HC (Com) 2014/0171) (an unfair prejudice claim concerning a large Vietnamese investment fund).

Adrian acted for the principal defendants in Boston v Szerelmey [2023] EWHC 308 (Ch), at the three-week trial of a multiple derivative claim, securing the dismissal of three of the four claims (consequentials hearing at [2023] EWHC 949 (Ch): claimants recovered 15% only of costs). Adrian had acted, led by Robin Hollington KC, in interlocutory applications: Boston Trust Co Ltd v Szerelmey Ltd [2022] EWHC 2849 (Ch) [2023] Costs LR 123 and Boston Trust Company Ltd v Szerelmey Ltd [2022] EWHC 3055 (Ch) [2023] Costs LR 129 (applications to rescind the permission to continue the derivative claim or set aside the costs indemnity).

Adrian acted for the claimant in Montgold Capital LLP v Ilska [2018] EWHC 2982 [2019] BCC 309, obtaining permission to bring a derivative claim alleging an unlawful means conspiracy between insolvency practitioners, the controlling director shareholders and a competitor business.

Adrian acted for the successful principal respondent in Leon v Attorney General [2020] Bus LR 598, CA, a case concerning vesting orders following Crown disclaimer.

Adrian is instructed in insolvency matters, for example, claims against directors and claims to set aside transactions in an insolvency context.

Adrian acts both in cases litigated in foreign jurisdictions (e.g. the British Virgin Islands – Re Dragon Capital Ltd (BVI HC (Com) 2014/0171), the Cayman Islands – Weavering Macro Fixed Income Fund Limited (in liquidation)) and in cases litigated in this jurisdiction with an foreign element (e.g. Caldero v Beppler & Jacobson Ltd [2013] EWHC 2191 (Ch), [2014] EWCA Civ 935, a petition involving hotels in Montenegro, against a Russian respondent), TOC Investments Ltd v Beppler & Jacobson Limited [2016] EWHC 20 (Ch), related proceedings, in which Adrian, led by Robin Hollington KC, are instructed by a subsidiary of the former TNK-BP, the Anglo-Russian oil venture); Re Compound Photonics Ltd [2022] EWCA Civ 1371 (in which the majority shareholders were well-known Russian businessmen).

Adrian has been called to the bar of the British Virgin Islands.

The property work which Adrian undertakes includes disputes in relation to property developments (e.g. Buxton Country Homes Limited v Surfbuild Limited [2008] EWHC 1475 (Ch) (led by James Thom QC); Fairhaven Shipping Co UK v Munding [2022] UKUT 260 (LC) (overage / pre-emption)); matters arising out of defective conveyancing; boundary disputes; rights of way disputes; claims based on proprietary estoppel / constructive trusts (Bulled v Petrie [2020] EWHC 2485 (Ch)); commercial landlord and tenant.

Adrian appeared for the successful parties in a series of important cases relating to solicitors’ undertakings in conveyancing transactions:

• Angel Solicitors (A Firm) v Jenkins O’Dowd & Barth (A Firm) [2009] 1 WLR 1220
• Clark & another v Lucas Solicitors LLP [2010] 2 All ER 955
• Thames Valley Housing Association Limited & Others v Elegant Homes (Guernsey) Limited and Others [2009] EWHC 2647 (Ch).

Public Rights of Way

Adrian frequently acts in relation to public rights of way issues. He has for a long time acted for the Trail Riders Fellowship in cases concerning public vehicular highways in the countryside, which together comprise a large proportion of the relevant authority on that topic.

Adrian appeared for the successful party in the Supreme Court in R (TRF) v Tilbury Dorset CC [2015] UKSC 18 (against George Laurence KC).

Other cases include:

TRF v Secretary of State for Environment [2022] EWHC 1804 (Admin) [2023] RTR 4 (construction of s. 67(2)(a) NERCA 2006)

Stubbs v Lake District NPA [2020] EWHC 2293 (Admin) [2021] PTSR 261 (appeal) and [2018] EWHC 3390 (Admin) (statutory purposes of National Park authorities, for the TRF as interested party)

TRF v Hampshire CC [2019] EWCA Civ 1275 [2020] PTSR 194 (leading authority on traffic regulation orders)

• TRF v Wiltshire CC [2018] EWHC 3600 (Admin) (consulation requirements of traffic regualtion orders)
• TRF v Secretary of State for Environment [2017] EWHC 1866 (Admin) [2018] PTSR 15 (definitive map; construction of s. 67(2)(b) NERCA 2006)
• TRF v Secretary of State for Environment [2016] EWHC 2016 (Admin) (de minimis principle; s. 67(3) NERCA 2006)
• TRF v Secretary of State for Environment [2015] EWHC 85 (Admin) (definitive map modification order)
• Kind v Northumberland County Council [2013] 1 WLR 743 (highways – cattle grids)
• TRF v Powys CC [2013] EWHC 3144 (Admin) (traffic regulation order, improper purpose)
• TRF v Peak District National Park Authority [2012] EWHC 3359 (Admin) (experimental traffic regulation order)
• Wilson v Yorkshire Dale National Park Authority [2009] EWHC 1425 (Admin) (traffic regulation orders)

• Classics, MA Oxon (Balliol)
• Diploma in Law, London

• Chancery Bar Association
• Commercial Bar Association

• French

• Called: 1999 (England and Wales), 2015 (British Virgin Islands)

 ‘Adrian knows company law inside out and has a real understanding of what a court is likely to do.’

Legal 500 UK Bar 2025 – Company; Tier 4

“He has a complete grasp and measure of English company law.”

Legal 500 UK Bar 2024 – Company; Tier 3

“Very thorough and really knows his field of practice.”

Legal 500 UK Bar 2022

“Always extremely thorough and prepared. Good in court; good broad range of knowledge.”

Legal 500 UK Bar 2020

“An excellent junior who provides considered, robust advice.”

Legal 500 UK Bar 2019