GOLDCORN V MPA (CONSTRUCTION CONSULTANTS) LTD AND ANOTHER

[2025] EWHC 385 (TCC), Technology and Construction Court, Jonathan Acton Davis KC, sitting as a Deputy Judge of the High Court, 24 February 2025

Claimant bringing claim as assignee and as beneficiary of a declaration of trust – Whether restrictions in the original contract prevented the claimant from bringing these claims

The first defendant, MPA (Construction Consultants) Ltd ("MPA"), and the second defendant, Kazu Restaurants 1 Ltd ("Kazu 1") entered into a contract under which MPA agreed to provide Kazu 1 with project management services in connection with the development of a restaurant in London. The project was not a success and it was subsequently terminated by Kazu 1. After Kazu 1 entered into a Creditors Voluntary Arrangement, Kazu 1 and its parent company (acting through its liquidator) entered into a Deed of Assignment with the claimant, who had been a director of Kazu 1 between 2017 and 2019, in which they assigned to the claimant the claims they believed they had against MPA (defined in the Deed as the "MPA Claim") arising out of the project management services which MPA had provided. At a later stage the parties entered into a Declaration of Trust under which these companies declared that their rights in respect of the MPA claim were held on trust for the benefit of the claimant.