Professions & Financial lines brief: latest decisions March 2026

A roundup of the latest court decisions touching on anti-suit injunctions, the substitution of parties after expiry of the limitation period, corporate accountability and causation.

The Court of Appeal clarifies the limits of substituting defendants in BDB Pitmans LLP v Lee [06.02.2026]

BDB Pitmans LLP v Lee and  Adcamp LLP v Office Properties PL Ltd [06.02.26]

The Court of Appeal (the CoA) has handed down judgment in these two cases, overruling the longstanding obiter dicta of Leggatt J In Insight Group Ltd v Kingston Smith [2014] concerning the court’s power to order the substitution of a defendant after the expiry of the limitation period.

In both appeals, the claimant alleged negligence by Pitmans LLP, but issued proceedings against its successor entity, “BDBP”. The claimants alleged that BDBP had acquired Pitmans’ alleged liability to the claimants, although they were aware that BDBP had not completed the work complained of. In Lee, the claimant maintained that BDBP was liable to them on the basis of novation and / or estoppel. The claimants at first instance successfully obtained orders for substitution, but the defendants were given permission to appeal. 

The relevant law is s.35 Limitation Act 1980 and CPR 19.6. Substitution of a defendant may only take place if necessary for the determination of the original claim and either:

1. The replacement party is substituted for a party who was named by mistake (the first gateway) or
2. The claim cannot be maintained against the original defendant unless the replacement is substituted (the second gateway).

The CoA held that it is not possible to substitute one defendant with another where the claimant sues a successor entity in the mistaken belief it has acquired the liabilities of the original, negligent entity. The CoA further allowed both defendant’s appeals, ruling that the "second gateway" for substitution was not satisfied, as a change of entity would change the core facts necessary to establish liability.

The judgment marks a clear distinction between two types of errors:

1. Mistake in name: where the claimant wrongly believed that the named defendant is the entity which was negligent. Substitution in these cases as they remain unaffected by the appeals.
2. Mistake in identity: where the claimant under a mistaken belief has sued the wrong entity, relying on them acquiring the liabilities of the original defendant.

The appeals make it clear that mergers of firms do not automatically mean that the new entity will inherit the previous entity’s liabilities. Claimants should be thorough in their investigation of corporate structures, merger agreements and “liability assumptions” before filing a claim. Simple assumptions about successor practices are insufficient. The Court of Appeal itself granted permission to appeal to the Supreme Court – we will be reporting again in 2027.

Paul Castellani and Amy Webster acted for the successful Defendants in Lee.

Authors: Jennifer Ferguson and Remi Brookes-Coker

Related item: Does the clock stop in insolvency?

Court of Appeal upholds reinsurance anti-suit injunction

Tyson International Company Ltd v GIC Re, India, Corporate Member [05.02.26]

The Court of Appeal upheld the Commercial Court’s ruling to grant the claimants a permanent anti-suit injunction on the basis that the relevant reinsurance documentation allowed for English jurisdiction to be preferred over New York law and arbitration.  

In June 2021, GIC (the Appellant) signed two reinsurance agreements on the Market Reform Contract (‘MRC’) form reinsuring TICL (the Respondent). The MRCs contained a clause providing for English governing law and exclusive English jurisdiction. Subsequently, in July 2021, the parties signed reinsurance agreements on the Market Uniform Reinsurance Agreement form (the ‘Certificates’). The Certificates contained a New York arbitration clause and a clause providing for New York governing law. They also contained what has been termed the ‘Confusion Clause’, which stated “RI slip to take precedence over reinsurance certificate in case of confusion”.

Later that year, following a fire at a poultry processing facility in Alabama, the parties became engaged in a jurisdictional dispute as to whether the coverage claim should be heard by the English Commercial Court or in a New York seated arbitration. This culminated in GIC’s appeal against TICL being granted a permanent anti-suit injunction. GIC’s two grounds of appeal were that:

1. The Commercial Court had erred in their construction of the Confusion Clause because they found that it applied even if the Certificate was not uncertain in meaning and
2. The Judge should have concluded that the two clauses could be reconciled by giving the arbitration agreement priority and giving the English courts auxiliary or supervisory jurisdiction over New York arbitration.

The Court of Appeal unanimously dismissed both grounds of GIC’s appeal, upholding the Commercial Court’s grant of a permanent anti-suit injunction, for the reasons summarised below:

1. The natural reading and commercial purpose of the Confusion Clause, alongside their interpretation that the term ‘confusion’ meant there being a difference between the provisions in two documents. The outcome was such that the MRC and Certificate are to be read together, and that the MRC takes precedence where the two are inconsistent.
2. The very existence of the Confusion Clause established a contractual hierarchy between the documents. Accordingly, they could not be read as being consistent with one another without ‘essentially inverting the bargain the parties have struck.’ This hierarchy does not support English courts having an auxiliary or supervisory jurisdiction over New York arbitration.

This judgment reinforces key principles relating to the construction and effect of dispute resolution clauses in reinsurance agreements. It highlights that express hierarchy clauses can be decisive in resolving jurisdictional disputes. It also reiterates the fact that natural meaning and commercial context remain central to interpreting dispute resolution provisions. As such, parties should give serious consideration to the drafting of such clauses to avoid unintended outcomes, particularly when documents are being prepared and agreed at different times.

Authors: Alicia Lindsay and Magnus Walker

Expanding Corporate Attribution: New Misconduct Benchmarks

Rangecourt SA (formerly Banque Havilland SA) & others v FCA [03.02.26] 

Banque Havilland, a Luxembourg-based private bank, developed a scheme which proposed the use of manipulative trading strategies to destabilise the Qatari Riyal during a period of geopolitical tension. The initial plan was titled in an internal document as ‘Setting Fire to the Neighbour’s House’ and planned to use credit default swaps and trading volumes to create panic in Qatar’s financial markets. The stated aim was to force Qatar to either break its dollar peg or expand foreign reserves to defend it. 

The case arose as the Financial Conduct Authority (FCA) found that the bank (along with certain senior employees working at the bank) had acted without integrity and that the plan was created with the aim of harming the Qatari economy. The bank challenged the FCA’s findings and argued that the misconduct could not be attributed to the bank itself. 

The Upper Tribunal upheld the FCA’s decision, confirming that the bank and the employees involved acted without integrity. The financial penalty imposed on the bank was reduced from £10 million to £4 million, although the Tribunal rejected that the misconduct fell outside of the scope of the bank’s responsibility. The Tribunal found that the actions constituted bank business. 

The decision is significant for financial lines insurers. It highlights the broad scope of the FCA’s integrity standard and confirms that firms may be held accountable for misconduct carried out by individuals within the organisation, rather than only the activities of individuals who represent the “directing mind”. The expansive approach to attribution therefore increases the risk that regulatory misconduct will attach to an insured entity, potentially triggering entity-side cover under D&O policies. Firms may no longer be protected from Principle 1 (Integrity) liability of the FCA’s Principles for Businesses and the Individual Conduct Rules where employee misconduct does not involve the board of directors or senior executives. 

The findings of a lack of integrity underline the risk of exposure of senior management to personal liability, reinforcing the importance of Side A cover. This emphasises the importance of insurers carefully considering policy wording in relation to conduct exclusions. The case sets a new standard in the financial services regulatory sphere in terms of corporate accountability.

Authors: Julia Bednarczyk and Ben Loechner

Breach is Not Enough: No Damages Without Causation

Jeremy Mark Gordeno v Irwin Mitchell LLP [28.01.2026]

A nightclub entrepreneur, Jeremy Gordeno (the Claimant), instructed Irwin Mitchell (the ‘Defendant’) to act on the sale of his home (the ‘Property’) to a developer in 2016. The consideration included (1) cash and (2) valuable overage if planning permission was granted.  The developer became insolvent. The Defendant incorrectly advised that the overage would survive a sale by mortgagees in possession. The overage rights were overreached by such a sale and lost. 

The Defendant conceded breach of duty pre-action. However, it denied that the Claimant had suffered any loss as a result. It maintained a causation defence, arguing that the Claimant would have proceeded with the sale ‘but for’ the mistake, citing several reasons, including his need to cash in assets to offset significant debt. It also denied that the value of the land was more than the consideration in fact received as there was no reasonable basis to assume planning permission would be granted.

The Claimant failed to establish causation. The Business and Property Court found the Claimant’s evidence on occasion to be a “subconscious reconstruction rather than [genuine] recollection”. Whilst the Claimant might have a “moral right” to feel aggrieved, that did not translate into damages.

As ever, the causation findings are highly fact-sensitive (the Court applied with care the Manchester Building Society “guidelines”). Broader themes emerging from the judgment include:

• Mitigation – The Court examined at length mitigation steps taken by the Insured in terms of possible other routes of recovery. Failure to mitigate arguments are often perceived as difficult but here the Court concluded that reasonable steps were not taken.
• Limitation of liability cap – The total consideration in the event planning was granted could have been about £15m. The cap was £3m. Obiter the Court concluded that the cap (over 100 times the fee charged) was reasonable.

Other issues to note include:

• The importance of causation - Claimants often fixate on breach and assume that will translate into a settlement. Defendants and their insurers must be astute to ensure that the Claimant can satisfy all causation obstacles before recommending a claim has value.
• The difficulty witnesses have in giving accurate evidence years after the event – witnesses have a tendency (not necessarily dishonestly) to “reconstruct” to suit their case theory. A strong and contemporaneous written record will trump oral evidence.

Paul Castellani, Chloe Bingham and Isobelle White acted for the successful Defendant instructing Jamie Carpenter KC and Jack Steer as counsel and Victoria Seal as valuation expert.

Authors: Sophie Hamilton and Chloe Bingham