From: Joshua Getzler <joshua.getzler@law.ox.ac.uk>
To: Jason Neyers <jneyers@uwo.ca>
CC: ODG <obligations@uwo.ca>
joshua.getzler@law.ox.ac.uk
Date: 19/03/2012 17:20:46 UTC
Subject: Re: Westdeutsche/Chase Manhattan

Is it not possible that Sempra Metals [2007] UKHL 34 ended the authority of Westdeutsche as a decision on the law of trusts in any case? In Sempra Lord Nichollas at paras 109-112 and Lord Walker at paras 184-188 noted the concession of counsel in Westdeutsche agreeing not to put in issue any common law basis for compound interest as part of a restitutionary claim. But those judges in Sempra seem to use a fusionary theory that overwhelms the finding in Westdeutsche as it was argued, holding that whether a breach of common law or equitable rights is at stake, a fused jurisdiction can order a remedy appropriate to the breach, including something more than simple interest. Arguably this means under the declaratory theory that Westdeutsche was wrongly decided as argued, regardless of the concession. Lord Walker says as much in Sempra at [184], holding that Lord Goff's dissent in Westdeutsche was correct. That further implies that all the trusts theory evoked by Lord Browne-Wilkinson in the earlier case, which was ratio prior to Sempra, has been shown by a later decision to be unnecessary for the Lords' decision and is so reduced to obiter dicta. Which means that Lord Browne-Wilkinson's trust theories can only survive on the basis of their strength as arguments, without the buttress of authority.

Josh

Joshua Getzler
Professor of Law and Legal History
, Faculty of Law, Oxford

On 19/03/2012 16:49, Jason Neyers wrote:
If the claimant's case is based on an argument that is not clearly wrong ("far from clear as a matter of law") isn't that a reason to let it go forward to trial? Or has the Canadian test for for striking out radically changed from that employed in the UK? 
Jason Neyers
Associate Professor of Law
Faculty of Law
Western University
N6A 3K7
(519) 661-2111 x. 88435 

On 3/17/2012 7:07 AM, Colin Liew wrote:
Dear all,

The English Court of Appeal, in striking out an action in Maqsood v Mahmood and another [2012] EWCA Civ 251, did not have very promising things to say about Lord Browne-Wilkinson's suggestion in Westdeutsche that Chase Manhattan could be explained on the basis that where a payee is aware that a payment is being made by mistake he will hold that payment on trust for the payor.

Maqsood concerned a dispute over a sale of a lease by the first defendant to the claimant. The claimant sued the defendants, alleging a failure of consideration and that the defendants utilised monies from the deal to buy property.

The claim was struck out at first instance for a number of reasons, including the view that, on the barren facts pleaded in the statement of case, there was no plausible cause of action against the second defendant (the first defendant's wife) because it was not alleged that she was a party to the sale or owed any fiduciary duty to the claimant. On appeal, the claimant sought to salvage its position by constructing a creative argument that the sale by the first defendant having suffered a failure of consideration, of which the first defendant was aware, the first defendant held any sums paid by the claimant thereunder on trust for the claimant, and the claimant could trace those sums into the hands of the second defendant.

This argument depended on that part of Lord Browne-Wilkinson's speech in Westdeutsche dealing with Chase Manhattan, which, according to Ward LJ in Maqsood (at [37]), was "no part of the ratio of the Westdeutsche Landesbank case, and it was in any event tentative ("may well have given rise to a constructive trust")". Ward LJ rejected the claimant's argument, saying (at [38]) that it seemed "inconsistent with the policy recognised by the House of Lords, that it is not as a general rule desirable to introduce equitable proprietary remedies into the realm of commercial contracts, and thereby to give the counterparty under the particular contract the additional security and priority of a proprietary remedy", and the claimant's argument was "far from clear as a matter of law" (at [40]).

The appeal was therefore dismissed (and the claim struck out) on this and a number of other procedural grounds.

Kind regards,  
Colin