Stevens v Hotel Portfolio II UK Ltd (In Liquidation) and another [2025] UKSC 28

Описание: (UKSC 2023/0142)

[2025] UKSC 28

On appeal from [2023] EWCA Civ 1120

In 2005, Hotel Portfolio II UK Limited (‘HPII’) sold three hotels (the ‘Hotels’) to a Madeiran company, Cambulo, which Mr Anthony Stevens (‘Mr Stevens’) appeared to control. In fact, Mr Stevens was acting as the nominee of Mr Andrew Ruhan (‘Mr Ruhan’), then a director of HPII. Mr Ruhan, therefore, concealed from HPII that he was the Hotels’ true purchaser. The Hotels were sold at market value, causing no loss to HPII.

Between 2006 and 2008, Cambulo sold the Hotels to third parties for a total profit of approximately £102,000,000. The profits from these sales were dissipated for Mr Ruhan’s own purposes.

HPII sued Mr Ruhan and Mr Stevens, respectively alleging breaches of fiduciary duty and dishonest assistance. The High Court found for HPII, holding that:

(i) Mr Ruhan had breached his fiduciary duty by (a.) failing to disclose his interest in Cambulo and (b.) dissipating the on-sale profits, which he held as constructive trustee for HPII. He was ordered to account for the on-sale profits.

(ii) Mr Stevens had dishonestly assisted Mr Ruhan’s two breaches. He was ordered pay equitable compensation for Mr Ruhan’s second breach of dissipation.

Mr Stevens’ appeal to the Court of Appeal was allowed. It held that, as HPII could not have realised the on-sale profits itself, it had suffered no loss that equitable compensation could compensate. Mr Stevens was, accordingly, only liable to account for his share of the on-sale profits.

HPII now appeals to the Supreme Court.

The issues are:

(1) If, in a continuous course of conduct, fiduciaries commit two or more breaches of their duty, can losses from one breach be set-off against gains from another?

(2) If so, can the fiduciary and/or his dishonest assistant set-off losses against gains in this case?

The Supreme Court allows the appeal in favour of HPII (Lord Burrows dissenting). Lord Briggs (with whom Lords Reed, Hamblen and Richards agree) writes the judgment of the majority. Since the unauthorised profits made by Mr Ruhan were held on trust for HPII, and since Mr Stevens had dishonestly assisted in the dissipation of those profits (to the detriment of HPII), Mr Stevens is liable to compensate HPII for those dissipated profits.

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