Judgment handed down in Quantum Advisory Ltd v Quantum Actuarial LLP [2024]

Reference: [2024] EWCA Civ 247

Court: Court of Appeal

Facts

Judgment was handed down today in the Court of Appeal in Quantum Advisory Ltd v Quantum Actuarial LLP [2024] EWCA Civ 247.  This is the third time issues in the dispute between the parties have reached the Court of Appeal:  see also Quantum Actuarial LLP v Quantum Advisory Ltd [2022] EWCA Civ 227, [2022] 1 All ER (Comm) 473 (covenants in restraint of trade) and Quantum Advisory Ltd v Quantum Actuarial LLP [2023] EWCA Civ 12 (contractual obligations of good faith and construction of contract). Guy Adams has acted for Quantum Advisory Ltd throughout the proceedings. On this occasion, as the case raised issues of considerable importance in relation to the law of trade marks, Emma Himsworth KC argued the trade mark aspects of the case and Guy Adams dealt with the issue whether the relationship established by the contract gave rise to fiduciary duties.  They were instructed by Steven Murray of Harrison Clark Rickerbys Limited (HCR).

Comment

The underlying disputes all arise out of the commercial arrangements entered into between related parties under which Quantum Advisory Ltd (Quad) employed the newly formed Quantum Actuarial LLP (LLP) under a Services Agreement to the operate its existing business, which was ringfenced, for a period of 99 years. The benefit to LLP was that it was able to establish a new business using the assets, personnel and Quantum brand without the usual risks associated with starting a business.

On this appeal, the Court of Appeal dismissed LLP’s cross appeal and upheld the decision of HHJ Keyser KC (sitting as a judge of the High Court, [2023] EWHC 1338 (Ch)) that a fiduciary relationship did arise from the contract between the parties. In doing so, the joint judgment of Newey LJ and Sir Christopher Floyd provides a valuable analysis of the circumstances in which fiduciary duties arise in commercial relations.

Quad was further successful on its appeal on the trade mark aspects. The Court of Appeal found that Quad was entitled to rectification of the register of trade marks in equity in respect of the one mark for which it did not obtain rectification at first instance. The joint judgment again has an extensive treatment of the operation of section 10B Trade Marks Act (trade mark registered in the name of an agent or representative), including the role of equity in determining who is the “proprietor” of an unregistered trade mark for the purposes of section 10B and the extent to which the harmonisation of EU law in relation to registered trade marks may exclude the availability of equitable relief.

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