Stevens (Respondent) v Hotel Portfolio II UK Ltd (In Liquidation) and another (Appellants)

Case summary

Case ID

UKSC/2023/0142

Parties

Appellant(s)

Hotel Portfolio II UK Ltd (In Liquidation),

Elizabeth Alexandra Aird-Brown (as Liquidator of Hotel Portfolio II UK Ltd (In Liquidation))

Respondent(s)

Anthony Edward Stevens

Issue

(1) Whether a dishonest assistant can be liable in relation to a breach of a constructive trust of secret profits. (2) The extent to which gains from one breach of fiduciary duty can be set off against losses from another connected breach.

Facts

In 2005, Hotel Portfolio II (‘HPII’) sold three hotels (the ‘Hotels’) to a Madeiran company, Cambulo, ostensibly owned by Mr Anthony Stevens (‘Mr Stevens’). In reality, Mr Stevens was acting as the nominee of Mr Andrew Ruhan (‘Mr Ruhan’), a director of HPII, who concealed from HPII that he was the Hotels’ true purchaser. Nonetheless, the Hotels were sold at market value, causing no loss to HPII. However, between 2006 and 2008, Cambulo went on to sell the Hotels to third parties, with Mr Ruhan receiving profits of over £100 million, which he dissipated for his own purposes. HPII then sued both Mr Ruhan and Mr Stevens, alleging breaches of fiduciary duty and dishonest assistance, respectively. The High Court found for HPII: (i) Mr Ruhan was held to have had breached his fiduciary duty by (a) failing to disclose his interest in Cambulo and (b) dissipating the on-sale profits, which he held as a constructive trustee for HPII. He was ordered to account for the on-sale profits. (ii) Mr Stevens was held to have dishonestly assisted in Mr Ruhan’s two breaches. He was ordered to pay equitable compensation for Mr Ruhan’s second breach – the dissipation of the profits. Mr Stevens successfully appealed to the Court of Appeal. That court held that, since HPII would not have realised the on-sale profits itself, it had suffered no loss that equitable compensation would compensate. HPII now appeals to the Supreme Court.”

Date of issue

7 November 2023

Judgment appealed

Judgment details

Judgment date

23 July 2025

Neutral citation

[2025] UKSC 28

Judgment links

Judgment summary

23 July 2025

Appeal

Justices

Lord Reed

Lord Briggs

Lord Hamblen

Lord Burrows

Lord Richards

Hearing dates

Full hearing

Start date

25 February 2025

End date

26 February 2025

Watch hearings

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