Alexander Goold

Introduction & Contact details

Alexander has been a member of chambers at Hardwicke throughout his professional career, including pupillage.  He specialises in a wide range of commercial and construction dispute resolution, whether in the High Court or County Court, international or domestic arbitration, mediation or other ADR.

He has a Diploma in International Commercial Arbitration and is a Fellow of the Chartered Institute of Arbitrators.  He has been an accredited Mediator since 2005 and is an experienced mediation advocate.  He is a member of chambers’ specialist franchising team.  He accepts direct instructions on Public Access.

Outside the law he enjoys off-piste skiing and ski-touring, cycling, 20th Century Design and playing the piano.

Articles

Editor and Contributor Chambers' Franchising Newsletter (2010), (2009)

"The New Vertical Agreements Block Exemption" (2010)

“Can You Still Prevent your Franchisees competing with you?” co-authored with Russell Ford, partner, Owen White Solicitors, in the trade magazine “Franchisor News” (2007)

“References –What are an Employer’s obligations when giving a reference, following Kidd v Axa Equity and Law Life Assurance Society plc?”, co-authored with Nigel Jones QC (2000)

Languages

Conversational French, working knowledge of German

Qualifications

• TECBAR accredited Adjudicator (2011)
• FCIArb (2010) 
• DipICArb (2010)
• Public Access (2007)
• Accredited Mediator (ADR Chambers) (2005)
• Pupil Supervisor (2002)
• MA (Cantab) (1992)  

Professional Associations

• COMBAR
• London Common Law and Commercial Bar Association
• Professional Negligence Bar Association
• Society of Construction Law
• TECBAR

Te:   0207 691 0019 ddi
M:    07776137979
F:     020 7691 1234
E:     alexander.goold@hardwicke.co.uk

Commercial

Alexander has substantial experience of commercial dispute resolution. He advises, appears as advocate in court and arbitration (including in the obtaining of emergency injunctive relief), and represents at mediation across a wide range of disputes.

Recent cases

• On behalf of the new employer, resisted a High Court injunction brought to enforce post-termination restraints of trade and alleged procuring of breaches of contract in the pub/club cleaning and catering business.
• A £1.3m dispute between joint venture partners in the cruise ship holiday business.  Resisted a threatened High Court injunction arising out of the removal of the contents of the office and engagement of staff by one of the parties to the joint venture.
• Represented at trial the sellers of a film storage business who were seeking payment of sums due under loan notes issued in part-payment of the purchase price.  The buyers brought a substantial counterclaim for damages for breach of warranty.  The case was transferred to the TCC and amended to increase the claim significantly and raise issues as to the effect of a no set-off clause.
• Advised and drafted an application for pre-action disclosure in the High Court concerning a claim for approximately €2.4 million for breach of restrictive covenant in a non-disclosure and confidentiality agreement, arising out of the provision of facilities for a global conference for the telecoms sector.

Significant cases

Sharab v HRH Prince Al-Waleed Bin Talal Bin Abdal-Aziz Al-Saud [2009] EWCA Civ 353
Service out of the jurisdiction and whether England or Libya was a more convenient forum.  Instructed, in a claim by an agent for c.US$10 million commission due on the sale, to Colonel Gadaffi, of an Airbus A340 owned by a member of the Saudi Royal family.  He had responsibility for both drafting the particulars of claim and settling a substantial witness statement from the client giving comprehensive details of her claim in order to support of an application to serve out of the jurisdiction in Saudi Arabia.

Nash v Jelley (2008) (unreported)
A High Court trial appearing un-lead against Christopher Parker QC in a claim to recover loans of approximately £100,000 to fund the purchase of a number of horses.

Posner v Shah [2005] EWHC 1063 (Ch)
The exercise of the court’s discretion as to costs reserved on a freezing injunction obtained in a partnership dispute where the proceedings were subsequently settled.

Banking, finance & credit

Alexander acts for and against banks, lenders and other financial services providers.  His experience includes failed joint ventures; disputes arising out of corporate finance transactions; high-value and complex civil fraud; the remuneration of investment banking staff; the termination of financial advisers’ engagements and the recovery of commission advanced; the provision of references; the recoverability of loans and the construction and enforcement of guarantees/indemnities.

Recent cases

• Four disputes (three on-going) for a financial services provider concerning the termination of a financial adviser’s engagement and the recovery of payments made.  One included an appeal against a case management decision refusing to allow evidence from a key witness.
• Advised a former employee of an investment bank as to the terms of his remuneration under a consultancy agreement with the bank, following the successful conclusion of certain corporate finance transactions.

Significant cases

P v E (2007) (pre-proceedings)
Acted in a claim by a corporate financier for approximately €1.5m for introducing a corporate finance house to handle the sale of one of Europe’s largest yacht manufacturers.

In re E P (2007)
Advised a litigation funder as to the viability of developing a scheme to target loan mis-selling that was defective under the Consumer Credit Act 1974 or bearing single premium payment insurance.

Compere Associates Limited v Keith Halsey & others [2004] EWHC 1317 (Ch)
The enforceability of a ‘lock out’ agreement between joint venture partners.  A multi-million euro (c. €100m) claim, between former joint venture partners arising out of a failed consortium to buy out Heckler & Koch from British Aerospace.  Issues included the enforceability of ‘lock-out’ agreements; restraint of trade; deceit; conspiracy; the fiduciary duties owed by joint venture partners; constructive trusts and, exceptionally, an account of profits/‘restitutionary damages’ for breach of contract.  An appeal against a Master’s refusal to grant summary determination was defeated before the Vice Chancellor.  Retained when the case was transferred to new solicitors and leading counsel.  Extensive responsibility for the case, reviewing disclosure, drafting substantially amended statements of case and witness statements under considerable pressure of time, and advising as to merits and quantum.

In the Matter of Endowment Mortgage Mis-selling (2001)
Advised the Financial Ombudsman Service on the principles on which compensation was to be awarded in cases of endowment mortgage mis-selling.

Kidd v Axa Equity and Law Life Assurance Society plc & another [2000] IRLR 301
The duties owed by the giver of a reference to the subject of that reference, an Appointed Representative in the financial services industry.

Civil Fraud

Alexander has experience of high-value and complex civil fraud in commercial and construction disputes, notably, the ‘Compere’ case above.

Construction & Engineering

Alexander has specialised in construction and engineering dispute resolution for more than twleve years.  He acts for and against employers, main contractors and specialist sub-contractors and construction professionals, including on the instructions of insurers.

Particular areas of work have included: asbestos contamination to land and buildings; the design & installation of M & E services, including HVAC systems, lifts, and under-floor heating; the erection of structural steelwork for buildings and petrochemical plant; fire damage; marine design and construction; refrigeration; and the supply and installation of light industrial automated plant and machinery, as well as general building works to commercial and domestic property.

Recent cases

• Acted for the defendant developer, Barratt Homes, in a flood damage claim in the Commercial Court for c.£700,000.  The claim was being brought by insurers to recover their outlay for material damage and business interruption caused by the defective construction of a tanked concrete basement, which was going to be used as the restaurant and kitchens of a gastro-pub, part of a mixed use development.  Issues included the causative effect of two separate floods and the loss and damage attributable to each (on going).
• Defended at trial a claim/counterclaim for outstanding fees for works/property damage on behalf of an American investment banker and his wife arising out of the refurbishment of their home in Kensington.
• Instructed by insurers acting on behalf of a specialist sub-contractor in a claim in the TCC, as well as against designers and architects, arising out of a major refurbishment of the Dame Angela Rumbold swimming pool at Mill Hill School.  Issues included the identity of the contracting party, the applicability of an arbitration clause and defences of limitation, as well as the design and installation of the pipe work for the pool’s water supply and the mechanism by which damage occurred.
• A claim by a liquidator on behalf of a contractor for its unpaid works for the supply and installation of temporary accommodation at a number of railway stations in the South East.  The dispute concerned responsibility for damage caused by a cable strike incident on Network Rail property.
• A dispute in the TCC over the design and installation of an HVAC system for an office building in a business park.

Significant cases

Barratt Homes Ltd. v Taywood Homes Ltd. (2002), (2001) (unreported)
Acting for Barratt Homes in a dispute concerning asbestos contamination to a substantial piece of development land, the site of the former Orpington Hospital in Kent.  The claim was the subject of a successful application to stay to arbitration and subsequently settled at a mediation.

Hilton Hotels Ltd. v Hotel Services Ltd. (1997) (unreported)
A large dispute in the TCC known as ‘Robobar’, concerning the supply of defective ammonia-based in-room mini-bars to the Hilton hotel chain.

Property

Although no longer a main area of practice, Alexander has a background in commercial and residential landlord and tenant and related property litigation.

Significant cases

Galpin & others v Ford (various dates between 2005 and 2009) (unreported)
A protracted but ultimately successful piece of property litigation against two very experienced litigants in person, who, during its course, were declared bankrupt and, made the subject of a Civil Proceedings Order (reported as Attorney General v Ford [2008] EWHC 2066 (Admin), giving the history).  The underlying County Court claim was a straightforward matter and almost entirely without merit.  It spawned repeated hearings and appeals and further sets of proceedings in the Chancery Division and the Administrative Court, as well as the Leasehold Valuation Tribunal.

Central London & Commercial Estates v Kato Kagaku Co. Ltd. & another [1998] 4 All ER 948
The ability of a landlord to accept a surrender from its tenant to defeat rights acquired by a squatter by adverse possession.

Insurance

Alexander’s insurance practice is also connected with his construction and engineering practice, where he has acted for both insurers and assured.  Alexander has experience of advising on the interpretation of insurance policy wording, coverage, avoidance, insurers’ reservations of rights and solicitors’ conflict of interest arising in the following contexts: ATE &BTE policies; public liability including fire, other material damage and business interruption; professional indemnity.

ATE & BTE Policies

Recent cases

• Advised a solicitor as to ATE insurers’ liability to meet a claim for the other side’s costs following a personal injury claim that failed at trial to better a Part 36 Offer. Issues included interpretation of the policy wording and coverage, insurer’s reservation of rights and solicitor’s conflict of interest.

Public Liability

Recent cases

• Advised insurers as to their ability to bring a subrogated claim in the name of a property owner and whether a contractor was in breach of a hot works warranty in its public liability policy.

Professional Indemnity

Alexander acts for insurers and professional in professional indemnity disputes, often in construction related areas.

Fire Damage

Recent Cases

• A claim in the TCC list for fire damage by the tenant of a neighbouring unit, following a fire at a warehouse used to store animal meal. The key issue was whether the effect of smoke amounted to physical damage.

Business Interuption

Recent cases

• Advised as to a tenant’s policy of insurance for material damage and business interruption and a developer’s claim for an indemnity against the main contractor under that party’s public liability policy

Professional Liability

Alexander’s professional liability practice now mainly concerns the negligence of construction professionals, including Architects and Consulting Engineers, although he also has experience of the liability of Solicitors, Valuers and Independent Financial Advisers.

Recent cases

• Advised a Parochial Church Council as to its claims arising out of the defective design of an under-floor heating system, part of a programme of refurbishment of a church.  There were multiple potential defendants, including the Architect/Contract Administrator, main contractor with design & build responsibility and sub-contractor with direct contractual warranty (on-going).
• Advised an employer as to its claims against the Architect/Contract Administrator, arising out of the defective design of elements of works of refurbishment and conversion into flats of a property in Earls Court.

Significant cases

United Utilities Water plc v Hyder Consulting Ltd. (2002- 2004) (unreported)
Acted on behalf of consultant engineers, on the instructions of insurers, in a document-heavy (+75 lever-arch files), technically complex and substantial dispute (c. £10m) concerning the design and installation of a long sea outfall pipeline off the Northwest coast of England.  He worked closely with solicitors for over 12 months, drafting amended statements of case, witness statements and considering expert evidence.  It was necessary to gain an understanding of design and construction in a marine environment, including MDPE pipeline design, wave-climate modelling and the behaviour of sub-sea soils.
 

Franchising

Franchising has been a specialist area of Alexander’s practice for more than ten years.  He acts for franchisors, for groups of and for individual franchisees, in domestic, international and master franchising disputes.  Issues arising typically involve repudiatory breach of contract; enforcement of covenants in restraint of trade; misrepresentation and the effect of no representation/no reliance and entire agreement clauses.  More complicated matters include the ability of the franchisor to change the nature of the franchise, particularly re-branding; the obligations on the franchisor for ‘policing’ the network and the concept of derogation from grant.

Recent cases

Franchisor

• A trial on behalf of a sash window refurbishment franchise following its termination of a master franchise agreement for the Republic of Ireland.
• Defended a fitness club franchise in a four day trial of a claim brought by a former franchisee for the recovery of initial fees paid.  Issues included fraudulent/negligent misrepresentation, whether there was a concluded agreement, existence/breach of collateral contract, total failure of consideration and the effect of no representation/no reliance and entire agreement clauses.

Franchisee

• Defended a High Court injunction brought by a replacement printer cartridge franchise to enforce post-termination restrictive covenants, following undertakings not to grant new franchises to new franchisees as part of the settlement of winding up proceedings on public interest grounds.  Issues included the identity of the party having the benefit of the covenant, whether there was goodwill capable of protection and the implication of a term of reasonable notice of such a change.
• Advised a group of franchisees of a business coaching franchise as to the franchisor’s obligation to ‘police’ the network and protect the brand by only recruiting candidates of a particular standard and by enforcing the terms of its agreements with its other franchisees.
• Advised a franchisee offering a service to SMEs to reduce their utility bills and other overheads as to the franchisor’s ability to make changes to a franchise system from a largely unrestricted client base, to a system of national accounts subject to approval by a franchisee/franchisor committee.  The central issue was one of derogation from grant.

Significant cases

In the Matter of S International BV (2011)
Advised the franchisor of a global franchise of sandwich shops as to the enforceability in England & Wales of its new draft franchise agreement.

In the Matter of H Estate Agents Ltd. (2009) (unreported)
Advised a potential action group of approximately 70 franchisees as to their position in the light of the pending sale and re-branding of their franchisor, a national chain of Estate Agents.

O C Group Litigation (2008), (2006) (unreported)
Acted on behalf of a domestic oven-cleaning franchise in a group action brought against it by approximately 20 of its franchisees, who were mounting a wholesale attack on the validity of its standard-form agreement.

Arbitration & Mediation

Alexander is experienced in international commercial arbitration under the rules of the major administering institutions such as ICC and LCIA, as well as domestic construction arbitration, as provided under the standard-form building contracts and pursuant to the CIMAR rules.  He is an experienced mediation advocate who recognises the opportunities and advantages for merits-based and commercially driven settlements.

Recent cases

• A CIMAR Arbitration concerning the refurbishment and conversion of a property in Earls Court into flats.  Issues included procedural unfairness and lack of jurisdiction, opening up the agreed final account, whether a failure to serve a snagging list within the defects liability period was a failure to mitigate and concurrent causation. 
• Advised as to the recognition and enforcement of an interim award on jurisdiction in an LCIA arbitration.
• Advised the franchisor of a global franchise of sandwich shops as to the dispute resolution provisions in its standard-form franchise agreement specifying arbitration, Liechtenstein law, a New York seat and UNCITRAL rules administered by ICDR.

Mediation

• Represented a franchisee of a recruitment consultancy at a mediation, following the franchisor’s decision not to re-brand or promote its franchise network in line with its other directly-owned recruitment consultancy business in the UK, as well as setting the terms on which the network would be permitted to compete with a major competitor in the franchisor’s group of companies.
• A mediation for a roofing sub-contractor in a claim brought on behalf of the company owning the freehold of a block of flats for their alleged defective refurbishment, as well as against the main contractor and the

Architect/Contract Administrator

A mediation about the safety and suitability of specialised rubber flooring installed at a commercial swimming pool used exclusively to teach children’s classes.
Significant cases

M v S (2008) (unreported)
An ICC Arbitration for c.US$4 million, brought by a corporate finance house for its unpaid success fees, following the sale of a majority shareholding in a national telecoms company.  The dispute concerned the correct interpretation of the provisions of a corporate finance mandate.  Responsibility for drafting the witness statements over the course of a weekend with no previous involvement in the case, the pre-hearing brief and the post-hearing submissions.

Holloway v Chancery Mead [2007] EWHC (TCC) 2345
The enforceability of a clause providing for a reference to ADR (conciliation through the NHBC) as a binding condition precedent to arbitration.