Thomas Hicks; George Gillett & Ors v Martin Broughton & Ors

(1) Thomas Hicks; (2) George Gillett; (3) Kop Football (Cayman) Ltd; (4) Kop Football (Holdings) Ltd; (5) Kop Football Ltd v The Royal Bank Of Scotland plc and (1) Kop Football (Cayman) Ltd; (2) Thomas Hicks; (3) George Gillett; (4) UKSV Holdings Company Ltd; (5) NESV I LLC; (6) Kop Football Ltd; (7) Kop Football (Holdings) Ltd and (8) Kop Investment LLC v (1) Martin Broughton; (2) Christian Purslow & Ian Ayre

April, 50 days, Chancery Division

For the claimants Tom Hicks and George Gillett, and their respective companies:

3 Verulam Buildings’ Ali Malek QC and Gregory Mitchell QC, 4 Stone Buildings’ Richard Hill QC leading 3 Verulam Buildings’ Christopher Harris and Sebastian Isaac of One Essex Court, instructed by Clyde & Co partner Paul Friedman

For the defendants Broughton, Purslow and Ayre:

Monckton Chambers’ Paul Harris QC, Serle Court’s Philip Marshall QC leading Monckton Chambers’ Owain Draper, instructed by Couchmans partner Satish Khandke and Enyo Law partner George Malling

For the defendant RBS:

Erskine Chambers’ Richard Snowden QC, James Potts of the same set and Fountain Court’s Patrick Goodall, instructed by Freshfields Bruckhaus Deringer partner Patrick Swain

Paul Harris

Tensions in the boardroom of Liverpool FC had been simmering for months when an explosive move by RBS in October 2010 moved the battles to the courtroom.

The then Liverpool FC owners, Tom Hicks and George Gillett, had attempted to block the club’s £300m sale to New England Sports Ventures (NESV). The pair had attempted to reconstitute the club’s board and sack managing director Christian Purslow and commercial director Ian Ayre.

Hicks and Gillett were found to be in breach of an agreement with RBS that permitted the club’s chairman, Martin Broughton, to lead the sale process and make decisions as to the composition of the boards.

Mr Justice Floyd ordered them to reverse the steps they had taken to alter the composition of the boards.

Hicks and Gillett were restrained by an anti-suit injunction from the High Court at the time of the sale, having sought to bring parallel proceedings in Texas alleging fraud and conspiracy against RBS and the club’s directors in relation to the proposed sale.

After the sale to NESV went through the directors and RBS were given permission to seek negative declaratory relief, stating that they did not breach any relevant duties and did not unlawfully conspire.

In the spring of 2012 Hicks and Gillett pleaded a full case against the directors, Broughton, Purslow and Ayre, and RBS, alleging that they conspired to sell the club at a reduced price. Substantial parts of the case against the directors have already been struck out and, in December, Hicks and Gillett were told by Mr Justice Smith to surrender security for costs. They appealed that ruling as The Lawyer went to press, with an additional request to delay the start of the 10-week trial, listed for late April.

The substantial dispute raises issues as to the tort of unlawful means conspiracy, breach of fiduciary duty and the duties on directors of group companies with potentially conflicting interests.