3PB

Commercial; Property and Estates

Overview

Rebecca Farrell’s practice encompasses commercial, insolvency, property and estates litigation. She has expertise in contentious insolvency work; commercial matters (including contractual disputes and litigation concerning guarantees) and company claims (such as shareholder and partnership disputes). She also has good experience seeking urgent interim relief and dealing with enforcement matters.

Rebecca has been identified as a ‘rising star’ in the 2024 Legal 500 rankings:

‘Rebecca is extremely diligent. Her preparation for each matter is thorough and focussed, and she applies the same discipline and dedication to low-value, fast-track matters through to complex, high-value claims. She has the ability to get on top of difficult issues quickly.’

Legal 500 2024/Commercial Litigation/ South Eastern Circuit/ Rising Stars

‘Rebecca consistently provides the necessary mix of technical excellence. Her advocacy is robust and thoughtful and has a reliable ability to persuade judges to the logic of her arguments.’

Legal 500 2024/Company and Insolvency/ South Eastern Circuit/ Rising Stars

Commercial

Rebecca Farrell has a busy practice advising on insolvency and company matters including partnership and shareholder disputes, financial services litigation and general commercial disputes.

Insolvency

Rebecca often advises and acts for insolvency practitioners; creditors and debtors on matters concerning personal and corporate insolvency law. She is often instructed to appear on bankruptcy petitions, winding-up petitions and other substantive applications in both the High Court and County Court. ‘Other applications’ include:

• urgent applications/injunctions to restrain presentation or advertisement of a winding up petition;
• applications concerning transactions at an undervalue;
• preference claims;
• misfeasance claims;
• applications to remove liquidators and other applications which challenge a liquidator’s decision making;
• applications to set aside statutory demands;
• applications for income payment orders; and
• applications for delivery up of documentation and summonses.

Rebecca has some experience of disputes which have a dimension outside of this jurisdiction and associated challenges to the court’s jurisdiction.

Alongside other members of the Commercial Team during the Pandemic, Rebecca published news items and delivered a webinar on updates to insolvency law and practice in light of Covid-19. This included coverage of the Corporate Insolvency and Governance Act 2020.

Examples of recent work includes:

• Tanfield (as executor of the Estate of Paul Watkins) and another company v Meadowbrook Montessori Ltd [2024] EWHC 1759 (Ch) – Assisted a company incorporated to run a school, by securing the dismissal of a winding up petition for £167,593.41. The court accepted that the company had raised a strongly arguable case that the purported forfeiture of the lease by physical re-entry between the first and second hearing of the petition (causing the abrupt closure of the school) was unlawful. The court was persuaded to quantify the potential cross claim in the sum of at least £546,000 for general damages for trespass, with potential exemplary damages in addition to said sum.
• Brown v Ulrick (as the liquidator of S.A.L. Holdings Ltd) S.A.L. Holdings Ltd (in members’ voluntary liquidation) [2024] EWHC 2041 (Ch) – successfully applied to set aside a liquidator’s decision to reject a proof of debt. The court approved over 70%  of the sums in the proof claimed, with costs recoverable under the lease to be assessed at a further hearing. The proof of debt related to a claim for breach of covenants not to alter, by a creditor (“Landlord”) against a former tenant (the company in liquidation). In its decision, the court accepted that the Landlord was entitled to the cost of restoring the property to the condition that it was in when it was first let. The court also found that it was entitled to award the Landlord the costs of proving for the debt under the lease, where Insolvency Rule 14.5(a) would otherwise require the creditor to bear the costs of proving for its debt.
• Jackson v Ayles [2021] EWHC 995 (Ch) - Successfully supported a trustee’s application for a declaration that the first legal charge over the bankrupt’s matrimonial home was unenforceable in accordance with Section 26 of the Financial Services and Markets Act 2000 (“FSMA 2000”). The application was heard over the course of two days and Chief ICC Judge Briggs’ decision provides useful analysis concerning Section 19 FSMA 2000 (was the loan advanced ‘by way of business’) and Section 28 FSMA 2000 (was it just and equitable to enforce the loan in the circumstances, having regard to whether the person who is carrying on the regulated activity reasonably believed that he was not contravening the general prohibition).
• Helped a Landlord (creditor) set aside a decision by a liquidator to reject a proof of debt (by way of application under Insolvency Rule 14.8). The proof was in the sum of £277,397 and represented a claim made by a landlord against a company (in liquidation) principally for a breach of covenant claim under the lease.
• Successfully acted on behalf of a Trustee in Bankruptcy and resisted an application to set aside a Section 283A notice which would have placed a (previously undisclosed and valuable) property beyond the reach of creditors.
• Successfully obtained urgent injunctive relief to restrain presentation of various winding-up petitions in the High Court and recently appealed a cost order associated with one such urgent application which did not provide for the Petitioner’s costs of certain subsequent hearings.. On appeal, a High Court Judge unusually set aside the cost decision of the lower court and granted the Petitioner its full costs on the indemnity basis.
• Obtained declarations from the court that certain payments from a pension provider to the wife of a bankrupt were void dispositions.
• Secured an order for delivery up of documents and a summons against a director resident outside of the jurisdiction. The case raised interesting issues concerning the extra-territorial reach of the Insolvency Act post-Brexit.

Company Work

Rebecca acts and advises on matters which arise in the lifecycle of a business including:

• internal disputes between stakeholders of a business such as shareholder and partnership disputes including unfair prejudice proceedings and derivative claims;
• misconduct by employees; directors and shareholders for example breach of director and fiduciary duty matters; issues associated with fraudulent conduct and breach of restrictive covenant claims; and
• issues associated with companies in financial distress and director disqualification claims.

Examples of recent work includes:

• Successfully obtained an urgent injunction to prevent members of an LLP from closing a hotel arguably in breach of an LLP agreement and fiduciary duties owed.
• Successfully defended a breach of contract and misrepresentation claim at trial arising from and in connection with an allotment of shares purchased in a Single Enterprise Investment Scheme (“SEIS”) qualifying company.
• Assisted senior counsel in representing a partner and eventually settling a seven-figure long-standing partnership dispute which concerned matters including equitable accounting issues associated with company property and a counterclaim for time expended on partnership affairs and retention of monies belonging to the partnership.
• Drafted the Points of Defence in unfair prejudice proceedings issued in the High Court. The unfair prejudice proceedings were subsequently consolidated with intellectual property claims and the petition ultimately failed (see Minim v Rahman and others [2022] EWHC 2870 (Ch)).
• Instructed to represent a director, from the inception of the claim, where a former director brought an unfair prejudice petition against him alleging (principally) wrongful exclusion from management. This claim was also listed to be heard at a seven-day trial alongside a claim the company pursued against the former director for monies owed to the company. The matter settled shortly before trial.
• Provided urgent advice on the merits of seeking a freezing order and other potential relief against a former director and employee accused of wrongdoing including allegations of bribery.
• Provided advice to an executor in a High Court claim which was wrongly commenced against a deceased director accused of defrauding a company of significant sums and successfully enabled the client to favourably exit the litigation.
• Provided advice on a number of director disqualification matters.

Commercial litigation and contractual disputes

Prior to qualifying as a Barrister, Rebecca worked as a paralegal in an international law firm on a reinsurance matter. Subsequently Rebecca worked as a Legal Editor at FromCounsel, a publishing company that provides an excellent online resource for corporate lawyers.

Rebecca has acted for a range of clients including national and international companies; lenders; education organisations; a European Institution; law firms; and individuals on a range of commercial issues including:

• claims relating to the various forms of misrepresentation;
• construction and enforceability of guarantee and indemnity provisions;
• breach of contract claims including breach of warranty issues;
• agency;
• breach of trust issues;
• the Sale of Goods Act 1979 and associated legislation including acceptance/rejection issues;
• consumer regulations;
• data protection disputes;
• disputes concerning the regulation of financial services and the conduct of investors; and
• see also ‘company law’ section above for further examples of work undertaken which may also fall into that category.

Recent matters include:

• Succeeded in a three-day trial concerning a disputed commercial agreement and purported breaches of obligations owed.
• Succeed in a summary judgment application concerning the enforcement of a property development loan worth £1.2 million, tackling issues concerned with an alleged unfair relationship and other consumer rights legislation on a summary basis.
• Settled the defence of a claim for outstanding fees associated with an offshore marine project which resulted in the discontinuance of the claim shortly thereafter.
• Acted in a high value dispute arising from the pandemic concerning masks and compliance with European legislation and domestic PPE Regulations.

Property and Estates

Rebecca is a member of 3PB’s Property and Estates team and her practice covers disputes including ToLATA matters including contentious probate cases; real property litigation and landlord and tenant claims (both residential and commercial).

Property

Rebecca acts and advises on trust of land and proprietary estoppel claims, including those which involve Estates.

Rebecca’s experience of real property litigation includes cases concerning trespass, nuisance, harassment; breach of covenants (including restrictive covenants); adverse possession; proprietary estoppel; rights of way claims and boundary disputes, as well as the associated claims for injunctive and declaratory relief.

Rebecca likewise advises and acts on numerous landlord and tenant claims involving both residential and commercial tenancies, including those governed by the 1954 Act. She has specific expertise in possession matters from their infancy to conclusion at trial, including against persons unknown, and associated rental arrears.

Rebecca also has experience appearing in the First Tier Tribunal (Property) Chamber on applications to the Tribunal including those for determinations regarding service charges; administration charges; rent repayment orders and the appointment of managers.

Recent work includes

• Successfully obtained possession and defended a Landlord accused of harassment by tenant. The trial was heard over 5 days in total (including judgment).
• Assisted senior counsel in providing advice on the Building Safety Act 2022 in a potential claim against the developer of a block of prestigous flats.
• Successfully obtained judgment for a Landlord where a tenant failed to validly exercise a break clause and there had been no surrender of the lease. The trial was heard over 2 days.
• Assisted with applications before the court associated with the possession of a valuable property located in central London which had become a high-profile matter for a well-known lender.
• Successfully struck out an application in the FTT for a rent repayment order based on an alleged unlawful eviction; harassment and control or management of an unlicensed home by a landlord where the Applicant/tenant failed to participate in the hearing.
• Successfully persuaded the Tribunal on the papers not to set aside its original decision in the aforementioned matter on appeal.

Probate and Estates

Rebecca has advised and acted on a number of contentious probate disputes for example Inheritance Act claims (including adult children claims); disputes over testamentary capacity and undue influence and applications to remove personal representatives.

She has also dealt the interface between this practice area and others, such as proprietary estoppel and constructive trust claims in the context of Estates and the administration Estates involving  insolvent beneficiaries. She has advised an executor tasked with managing a fraud claim associated with a deceased company director and employee.

Year of call 2016

In her spare time, Rebecca enjoys long-distance open water swimming and improving her basic level of proficiency in Spanish.