Sarah Clarke

Areas of expertise

• Commercial dispute resolution
  • Civil fraud & asset tracing

    Civil fraud & asset tracing

    Sarah has extensive experience of high value civil fraud with particular emphasis on asset tracing and recovery.

    • Acting for the claimant investors in a complex, high value claim and s.994 petition against the management of an FCA regulated LLP.  The proceedings allege a dishonest scheme to misappropriate profits and dilute the interests of investor members.  The Claimants seek relief for breach of duty, breach of contract, unlawful means conspiracy, unfair prejudice and transactions defrauding creditors under s.423 Insolvency Act 1986.
    • Carlauren International Holdings Limited (2019) Application for a relief from an undertaking offered in proceedings relating to a £50m fraud on investors.
    • Courtwood Holdings S.A. v Woodley Properties Ltd and others [2018] EWHC 2163 (Ch), [2018] All ER (D) 46 (Oct) Junior counsel (led by Brie Stevens-Hoare KC) in a complex £30m knowing receipt claim against individuals and offshore companies.
    • (1) Marepa Syolla Uk Limited (2) Aperam Stainless Services & Solutions Uk Limited V (1) Majella Cunningham (2) William Colborne (2016) – Final freezing injunctions and disclosure orders in aid of execution of a judgment debt. The defendants were a director who had dishonestly misappropriated company assets and her partner who was liable for knowing receipt of those assets.
    • Re EP Consultants (2016) Acted for a director seeking to defend a winding up petition that had been presented by HMRC based on allegations of MTIC fraud.
  • Commercial litigation

    Commercial litigation

    Sarah has a broad commercial practice with experience gained in acting in a wide spectrum of commercial cases.  In addition to the usual range of commercial claims relating to contractual disputes, commercial fraud, consumer credit, insurance and guarantees, Sarah’s practice includes claims involving more complex or specialist claims and issues.  Her clients appreciate her tactical skill judgment, and robust advice.

    Recent Work:

    • TC Development Ltd, BUJ Architects v Investin Quay House Ltd, John Downer [2020] EWHC 760 (TCC) Application concerning the interpretation and costs consequences of a settlement agreement.
    • TC Development (South-East) Ltd and another v Investin Quay House Ltd [2019] EWHC 3727 (TCC) Application for non-party costs against a director/shareholder following judgment against a Jersey property development company.
    • JSC Heritage Securities v (1) OC331710 LLP (2) Liberty Bank JSC (2019) Application relating to the appointment of UK receivers for the purpose of instructing lawyers in relation to ongoing litigation in Georgia.
    • Flexidig Ltd v A Coupland (Surfacing) Ltd (2019) [2019] EWHC 2578 (TCC) Defended an injunction application against a subcontractor accused of procuring a breach of contract because it had been hired by the main contractor to remedy the claimant’s defective works.
    • Courtwood Holdings S.A. v Woodley Properties Ltd and others [2018] EWHC 2163 (Ch), [2018] All ER (D) 46 (Oct) Sarah acted as Junior counsel (led by Brie Stevens-Hoare KC) for the Rt Hon David Mellor KC and others in a complex £30m knowing receipt claim. The claim related to the proceeds of sale of a development site by receivers to a company with connections to the development advisor.
    • Advised a claimant in a malicious falsehood claim against a former supplier. The supplier had made statements about the quality and suitability of the binder used by the claimant in soil stabilisation works which caused the loss of a substantial highway construction contract.
    • Advised a factoring company seeking to recover payment for the supply of shop fittings to 500 high street clothing stores from the Arcadia Group.
    • Russell Ian Payne & Katie Susan Payne sub nom Nigel Stretton Woolsey V Russell Ian Payne: Nigel Stretton Woolsey v Katie Susan Payne[2015] EWHC 968 (Ch) Appeal against decision that a loan agreement was exempt from statutory provisions under s.16B and/or s.74 Consumer Credit Act 1974.
  • Companies, joint ventures & partnerships

    Companies, joint ventures & partnerships

    Sarah regularly advises and represents companies, company officers and LLPs in company law matters. She has substantial experience of claims arising from the breach of directors’ duties, the legality of dividends, shareholder disputes and unfair prejudice petitions. Her contributions to Tolley’s insolvency law include ‘Fraud and Misfeasance: Directors, their Liabilities and Duties’.

    Recent Work:

    • Acting for the directors/shareholders of a company in administration who were the respondents to an unfair prejudice petition brought by a shareholder/former director in response to a misfeasance claim against her (2021)
    • Unfair prejudice petitions pursuant to s.994 Companies Act 2006 in relation to two family companies operating a successful haulage business. The petitioner’s complaints concern his exclusion from the business and the unlawful diversion of company assets (2020)
    • Acted for Claimant shareholder seeking declaratory relief as to beneficial ownership of shares in a family company providing services to the television industry (2020)
    • Acted for shareholders of an international publishing group company using a s.994 petition to enforce a resolution relating to the sale of property (2019)
    • Acted for claimant seeking accounts and enquiries following the dissolution of a partnership (2019)
    • Richard James Commerce Limited (2019) Application to restore a dissolved company to the register in order to realise and distribute cash in a bank account.
    • High Fly Limited (2018) Acted for the Respondent to an injunction and unfair prejudice petition arising from alleged breaches of a shareholder agreement.
    • Arai v Shosha (2017) Application the for dissolution of a partnership and damages for misrepresentation.
    • Advised on the meaning and effect of pre-emption and dis-enfranchisement provisions in the articles of association of a high profile company operating a high street restaurant chain.
    • Registrar of Companies v Swarbrick and others (Joint Administrators of Gardenprime Ltd in Administration) [2014] EWHC 1466 (Ch) [2014] All ER (D) 144 (May). Acted for the joint administrators seeking an order for the removal of sensitive information from administrators’ proposals filed at Companies House.
    • Burry & Knight Ltd and another v Knight[2014] EWCA Civ 604 [2014] All ER (D) 120 (May) acted for a shareholder seeking access to the register of members in the proceedings at first instance and on appeal to the Court of Appeal (led by Lexa Hilliard KC).
• Insolvency & restructuring
  • Corporate insolvency

    Corporate insolvency

    Insolvency work has always been a major part of Sarah’s practice. She has extensive experience of insolvency law as it applies to companies, partnerships, limited partnerships and LLPs, which she has developed by advising and representing insolvency practitioners, debtors, creditors and other interested parties. Her detailed procedural knowledge encompasses all aspects of administration, company voluntary arrangement and liquidation, from the inception of the process to its conclusion.

    She is regularly instructed in transaction avoidance claims, fraudulent and wrongful trading, misfeasance of officeholders and directors, public and private examination, directors’ disqualification and cross border insolvencies.

    She is a member of the London and South East Regional committee of R3 and a regular speaker at R3 events.  She was a panel member in the insolvency session of London International Disputes Week 2019 and is a contributor to Tolley’s Insolvency Law on the subject of directors duties, fraud and misfeasance.

    Recent Work:

    • Misfeasance and unlawful distribution of capital claim arising from the transfer of £2m of company assets to an outgoing director/shareholder pursuant to a series of transactions connected with the purchase of his shares (2022).
    • Re 12 Stars Aviation Limited (2021) Acting for the Liquidators of a chartered flight brokerage in respect of claims against a director and a travel agency arising from the breach of a Wet Lease Agreement.
    • Advising monitor in respect of the termination of a moratorium under s.A38 Insolvency Act 1986 (2020).
    • Re JPF Clarke (Construction) Ltd (in a Company Voluntary Arrangement); (1) Maze Inns Ltd (In Liquidation) (2) Minverbond Ltd (3) Tan Sales (London) Ltd (4) 361 Degrees LLP v (1) Hunt (2) Clowry (Joint Supervisors of the CVA) (3) JPF Clarke (Construction) Ltd [2019] All ER (D) 181 (Oct) [2020] BPIR 194 Four connected appeals against decisions on proof made by the Supervisors of a Company Voluntary Arrangement, including a proof of debt based on an adjudicator’s decision under the Scheme for Construction Contracts 1998.
    • Access Flooring Services (Special Works) Ltd and others v Pither (a protected party by his litigation friend) and another [2019] EWHC 1243 (Ch) A claim to recover monies transferred to a former director (a protected party acting by his litigation friend) on grounds of the transaction at an undervalue, misfeasance and preference.
    • Re Richnet Limited (2019) Acted in a series of applications for relief including public examination and private examination of a company’s directors and former accountants and claims to recover property under sections 127 and 238 IA 1986.
    • Re Moorgate Industries Limited (in Administration) [2018] EWHC 2681 (Ch) An administrators’ application for a winding-up order, together with an order for the appointment of alternative insolvency practitioners as liquidators.  The court recognised that its powers under para 79(4) schedule B1 Insolvency Act 1986 extend to appointing a liquidator who had not previously held office as an administrator.
    • In the matter of FLI Energy Limited (In administration)(2016) An application under para 81 Sch B1 IA 1986 to remove administrators appointed for the improper motive of defeating an arbitration or for an order permitting the arbitration to proceed notwithstanding the administration moratorium.
    • Advising, in the context of the administration and restructuring of a global solicitors’ firm, upon the application of restrictions on reuse of company names to LLP, and how liability under s.216 and 217 IA 1986 may be avoided.
    • Ronin Development Limited (2016) A cross-border insolvency application pursuant to Para 111 Sch B1 IA 1986 for the appointment of UK administrators over global market research company incorporated and registered in United States, on grounds that the company’s COMI was in the UK.
    • Re Delfamax and others (2016) An application for letters of request for cooperation and assistance to be issued to the High Court of the Isle of Man to facilitate information gathering by UK Liquidators.
    • Re Lapland UK Limited Represented the liquidators of a winter theme park in an application to determine whether the proceeds of an insurance claim for ticket refunds belonged to the company or the individual ticket holders.
  • Personal insolvency

    Personal insolvency

    Sarah routinely handles personal insolvency proceedings such as applications to set aside statutory demands, bankruptcy petitions by creditors and IVA supervisors, interim orders, validation orders and antecedent transaction claims. She has extensive expertise in technical issues arising in personal insolvency, including discharge and release, annulment and second bankruptcy, including novel issues involving unique or unusual circumstances.

    Recent Work:

    • Advising on UK bankruptcy proceedings against a Russian citizen (2021)
    • Advising the ex-wife of bankrupt in relation to a Trustee’s claim to set aside a transfer of property pursuant to a consent order in ancillary relief proceedings (2022)
    • Advising about issues arising from mental capacity and physical disability within bankruptcy proceedings (2022)
    • Application to set aside a statutory demand based on a judgment of a German Court (2020).
    • Advised and assisted in drafting complex IVA and settlement provisions to compromise the £13m claim of a judgment creditor and £7m claim of a D&O insurer against a debtor and his family (2020).
    • Re Lee Jones (2019) – Annulment of a bankruptcy order based on council tax liability orders on grounds that the petition had not been properly served by substituted service on the debtor in prison.
    • Re a bankrupt (2019) enforcement of a non co-operative bankrupt’s obligations to provide information to her trustee in bankruptcy by arrest pursuant to a bench warrant.
    • Advising a group of sexual assault victims in a high profile case as to the effect of the defendant’s bankruptcy on their civil claims against him (2017).
    • Advising as to annulment and discharge of a historic bankruptcy in circumstances where all records of the bankruptcy had been destroyed.
    • Re Cartwright (2015) annulment application pursuant to s.282(1)(b) IA 1986 which required the court to determine whether the Official Receiver was entitled to require payment of secretary of state fees on post-bankruptcy bingo winnings on grounds that these could be claimed as after acquired property.
    • Russell Ian Payne & Katie Susan Payne sub nom Nigel Stretton Woolsey V Russell Ian Payne: Nigel Stretton Woolsey v Katie Susan Payne [2015] EWHC 968 (Ch), [2015] B.P.I.R 933 in which the court considered, in light of conflicting authorities, the correct test to be applied where annulment was sought under s.282(1)(a) on grounds that the petition debt was disputed.
  • Property insolvency

    Property insolvency

    Sarah’s insolvency practice includes applications relating to property insolvency.

    Recent work:

    • Application by a Landlord for permission to forfeit the lease of a commercial premises.
    • A transaction at an undervalue/ misfeasance claim relating to the transfer of company property to a director.
    • Application for the appointment of a provisional liquidator deadlocked property company. As the sole objective of the company was the development and sale of a property in Spain the powers of the provisional liquidator, unusually, included a power of sale.
    • Application for a writ of restitution following a bankrupt’s unlawful re-entry of a property (2019).
• Financial professionals, insolvency professionals, directors & officers

  Financial professionals, insolvency professionals, directors & officers

  Sarah regularly deals with claims concerning the liability of directors and insolvency practitioners for breach of fiduciary duty and/or negligence.

  Recent work:

  • Acted for an insolvency practitioner accused of misconduct, professional negligence and contempt of court as a result of the loss of documents believed to be in his custody. Assisted with the search for documents and preparation of evidence which resulted in a compromise of all claims against the officeholder.
  • Acted for the claimant company in proceedings against its former directors and against the liquidator of a connected company for breaches of duty relating to proofs of debt and distribution.
  • Acted for the claimants in a professional negligence claim against an IFA.
  • Acted for the directors of a charitable company in relation to misfeasance claims brought by a liquidator and the Charity Commission with a total value of £3m.