Partner Gareth O’Hara and Associate Mike Linford of the Wilkes Corporate team have advised Johnsons Cars on their continued expansion with the acquisition of the T H White Motor Group. Mark Hodgson, Partner in the Real Estate department, provided property support for the transaction.

The acquisition encompasses a Fiat Chrysler Automobile (FCA) dealership in Hillmead, Swindon, which sells and services cars and commercial vehicles across the range of FCA brands – Fiat, Fiat Commercial, Chrysler, Alfa Romeo, Abarth and Jeep.

Johnsons Cars is one of England’s largest independent dealership groups, with branches across the country, from Berkshire to the Northwest with 38 showrooms. The acquisition, follows on from the acquisition of four dealerships at the end of 2017 and adds two new brands Jeep and Fiat Commercial to the Johnsons automobile brand offering.

Gareth O’Hara, Managing Partner and Head of the Corporate Team said: “We were delighted to advise Johnsons Cars on their acquisition of the T H White Motor Group. As a firm, we have a longstanding relationship with Johnsons looking after their legal requirements generally. Johnsons continues to go from strength to strength and we look forward to working with them again on future acquisitions.”

Mike Berwick, Operations Director at Johnsons Cars commented: “We greatly appreciate the relationship with Gareth, Mike, Mark and their team as their combined understanding of the retail car business coupled with the obvious legal experience delivered pragmatic solutions and an efficient completion to this acquisition”.

The Wilkes Partnership is one of the UK’s leading independent law firms operating from the Midlands region, providing a wide range of specialist expertise aimed at SME’s individuals and funders.

The corporate team offer specialist partner led advice expertise in mid-market corporate finance, M&A, Development Capital, MBO’s, Banking, Restructuring and commercial work.

For further details of how Wilkes can help your business please contact Gareth O’Hara or Mike Linford on 0121 233 4333 or email gohara@wilkes.co.uk or mlinford@wilkes.co.uk

Couples habiting and marrying later, people living longer and entering into relationships later in life or needing more support around the house, contribute to people moving in together.  All too often issues about property ownership are put on the back burner and left until it’s too late.  Someone dying unexpectedly or the relationship going sour leads to acrimonious fallouts, some of which end up being thrashed out in Court.

There are two ways of legally owning property with someone: joint tenants where it passes by survivorship automatically to the survivor, and tenants in common where, on death of one party their share passes under their Will.  It is presumed that the ownership is 50:50 but this does not have to be the case.

But what if the property isn’t in your name?  Promises may have been made and relied upon, someone might have given up their job, contributed to the mortgage or the upkeep of the property or sold their own property and put money into the new purchase.  What’s fair in those circumstances, is it right to say that they have no rights over the property if they are not the legal owner?  Over the years these questions have been debated by lawyers and Courts providing various principles to apply.

Very often, these unintended consequences and legal battles could have been avoided by a well drafted Will or a document called a Declaration of Trust setting out each persons’ interest in the property.

For more information please contact Ellie Holland at The Wilkes Partnership, on 0121 733 8000 or email: eholland@wilkes.co.uk .

In what has been a very busy summer so far here at Wilkes we are delighted to announce the appointment of two new Assistant Solicitors.

Katie Briggs joins Wilkes from Waldrons Solicitors and will be working predominantly within our Property Litigation Team.

Katie will assist on a wide range of matters from home owner disputes, contentious probate matters, and commercial property litigation.

Aimée Redican arrives at Wilkes as a newly qualified solicitor and will join our Commercial Litigation Team having recently completed her training contract at Moseleys Solicitors.

Speaking about the recent appointments, Simon Thomas, Partner in the litigation team  said: “ We are delighted to welcome Katie and Aimée to Wilkes. It’s been a great year for us so far and we are looking forward to getting them involved with our busy caseload!”

If you are interested in joining the team at Wilkes please send a brief covering letter and CV to recruitment@wilkes.co.uk.

Wilkes and Blue Sky Corporate Finance have advised on the sale of construction software company, Synchro Software.

Synchro Software was recently acquired by US-based Bentley Systems Inc., a leading global provider of software solutions for advancing infrastructure. Synchro is the leader (and market creator) in 4D construction modelling software for scheduling and project management, and its software has been globally adopted for building and infrastructure projects. With Synchro, 3D BIM (Building Information Modelling) deliverables are linked with the 4D time dimension.

Synchro CEO Tom Dengenis, who will remain with the business, commented: “Blue Sky and Wilkes handled the sale from start to finish, showing huge commitment and focus. They dealt effortlessly with multiple shareholders and cross-border issues and delivered the deal in a professional but user-friendly manner.”

The Wilkes team was led by corporate partner Jeremy Parkin, assisted by Mike Linford.  “We were delighted to work with Tom and the Blue Sky team on the deal and wish Tom every success as the business is taken to the next level under Bentley,” said Parkin.

Blue Sky managed the sale process. Managing Director Paul Heaven commented, “We have enjoyed a close relationship with Synchro for some 12 years, assisting the company with some of its early seed investment rounds, providing accounting and administration services and serving its board of directors throughout its growth.

There was a good deal of interest in buying this company, and it proved to be a cultural adventure to deal with potential partners across the world (including China and Europe), but in the end, the synergy and chemistry between the key management teams at Bentley and Synchro proved to be the decisive factor. Having witnessed how those relationships have strengthened during the due diligence process, I am confident that this was the right deal for Synchro and all of its stakeholders and that the Bentley/Synchro combination will prove to be a highly successful one.”

If you would like more information about how Wilkes can help your business,  please contact a member of the Corporate team on 0121 233 4333 or jparkin@wilkes.co.uk

It is a common misunderstanding that if someone dies without a Will, there is no need for a grant of probate.  For some that will be the case; executors can deal with some assets without a grant of probate.  However, for assets including stocks and shares and property, a grant of probate will always be required, even if there is a Will.

A “Grant of Probate” is an official document which the executors need to administer an estate.  It confirms who the executors of an estate are and the Will is submitted to the Probate Registry, part of HM Courts and Tribunals Service.  The probate application involves itemising the deceased’s assets and liabilities, paying inheritance tax where applicable and swearing an oath.  The Grant of Probate is then obtained, which is the document has to be produced to banks and share registrars etc.  If there is no Will, then an application to the Probate Registry for a Grant of Letters of Administration is even more likely to be needed to deal with the estate.

Some estates are complex and will take years to administer however, others can be dealt with within a few months.  Inheritance Tax may not apply to the majority of estates however, the rules are not straightforward and it can often be beneficial to involve a professional to prepare or check the papers that are being submitted.  The government itself has acknowledged the tax can be a mine field to negotiate and has recently consulted practitioners and the general public with a view to simplifying the tax.  What will come of the consultation is not yet known.

The Wilkes Partnership deal with applications for probate and estate administration on a daily basis and are experts in guiding you through the process and liaising with the associated third party institutions involved.

For more information and advice contact Ellie Holland, Partner on 0121 733 8000 or eholland@wilkes.co.uk.

Kevin Lynch, Partner in the Contentious Probate department at The Wilkes Partnership advises that people always need to be vigilant when deciding who they wish to be appointed under a Lasting Power of Attorney (‘LPA’).

People appointed under LPA’s need to be trustworthy and understand the obligations that come with being an attorney. Problems may arise in future if an attorney does not comply with those obligations.

Overview:

There are two types of LPA’s, Health and Welfare and Financial. The focus in this article is Financial LPA’s.

A Financial LPA grants authority to the appointed attorney to make decisions in respect of the donor’s finances. This type of LPA can allow, for example, the attorney to pay the donor’s bills, sell their property or investments and operate their bank accounts. The attorney can use the LPA while the donor still has capacity, unless the donor specifies otherwise in the LPA i.e. if you are unable to go to the bank to withdraw cash because you are ill, then your attorney can do this for you.

Essentially, once the LPA is registered, the attorney is able to use the document to make certain financial decisions on your behalf, albeit with your consent. It is therefore very important to take into consideration the types of decisions that your attorney will be able to make on your behalf before you create your LPA.

The potential problems that can arise are outlined in the case below.

Purvis v Purvis [2018] EWHC 1458 (Ch)

The facts:

The claimant claimed that her son, while administering her financial affairs under an LPA, had misappropriated her money in breach of duty and breach of trust.

The claimant was a protected party and her daughter had been appointed as her deputy and brought the proceedings as her litigation friend. The claimant had executed LPA’s in favour of her son in 2013 and he had become a joint account holder on her three bank accounts, a current account and two savings accounts.

The claimant’s husband had died and she had a substantial private pension which was paid into her bank account annually in a sum of over £70,000. The claimant resided in a care home which had raised concerns about the son’s management of his mother’s affairs with the Office of the Public Guardian (OPG). The OPG investigated and made an application to the Court of Protection, which revoked the LPAs and ordered the son to account for his dealings with his mother’s estate between 2013 and 2016.

The claimant’s daughter replaced the son in the management of her affairs. The daughter instructed an accountant to analyse the payments into and out of the bank accounts. He concluded that over £940,000 had been paid into the accounts during the relevant period, of which £212,000 had been spent on the claimant’s needs; the rest had been paid to the son or at his direction leaving only £5,000 in the claimant’s accounts.

The claimant’s case was that the son had misappropriated the rest, as well as two cars belonging to the claimant, and was liable to pay damages or compensation for breach of duty and/or breach of trust. The son maintained that he was a joint owner of the money in the accounts and that in any event the money had been used for the claimant’s benefit.

Held: Judgment for claimant.

The Court ruled that the son was liable in damages for the misappropriated funds. The court held that:-

  • An outright gift by the claimant to her son of all her money without regard to her own needs was improbable. Such a gift was possible but would require very clear words. There was a lack of particularity about the words of gift on which the son relied. He came nowhere near showing a gift of the extent alleged.
  • His claim that the money had been gifted to him was inconsistent with previous statements to the OPG and others that there had been no gifts.
  • Since 2015 the claimant had lacked capacity and it was inconceivable that a person acting in her best interests would have understood that she intended to divest herself of the means of subsistence to the extent alleged.
  • Making the son a joint account holder did not involve a gift of the money in the accounts, but had been done to facilitate his management of the money for the claimant’s benefit.
  • There was no presumption of advancement because the claimant was not under any obligation to provide for her son, and the presumption would in any event be readily rebutted.
  • Any money that the son transferred to himself was held on a bare trust for his mother and he was not entitled to spend it on himself. He had to account for all the payments made to himself in breach of trust.
  • Those payments were also in breach of his duty under the Mental Capacity Act 2005 only to apply the money under the LPA in the claimant’s best interests. It was clear that the money had not been spent in the claimant’s best interests or in what the son considered to be her best interests.
  • He had spent over £400,000 improving his own property and a property in Spain that the claimant had never lived in. He had spent about £360,000 on living expenses, £150,000 on school fees and £100,000 on cars.
  • It could reasonably have been supposed that the claimant would have given her son her two cars for which she no longer had any use and would have made gifts to him totalling £50,000 over the four years.
  • The son was liable to repay the whole amount of just under £670,000.

Comments:

This case is a good example of how the OPG can step in and protect the interests of vulnerable people, equally however prevention is always better than the cure. While there is no foolproof way to protect a donor from such a breach, obtaining independent professional advice is a must and will limit the possibilities of such abuses.

Obtaining professional support will ensure that the LPA meets the donor’s needs as well as allowing an independent person to provide advice on the duties of an attorney. This will allow a donor to consider the appropriateness of any proposed attorney.

The Contentious Probate Team at The Wilkes Partnership advises executors and beneficiaries faced with an uncertain or ambiguous Will.  If you wish to discuss any aspect of Will drafting or interpretation issues please get in touch with Kevin Lynch on 0121 233 4333 or via email on klynch@wilkes.co.uk.

The Wilkes Partnership has advised David Walley, the serial entrepreneur, on a £(c) million pound acquisition of events company Mobile Promotions.

Rick Smyth, Partner at Wilkes led the Wilkes team with support from Lucy Freeman, Rupi Sahota, Emma Freudenthal and Leighann Richards. The transaction was led by corporate finance advisers Assay Corporate Finance (David Tucker and Chris Taylor).

David has operated in the events and exhibition sector for over 20 years including in the roles of Chief Executive of Arena Group and CEO of Freeman Company, and has a track record of delivering growth and innovation in the sector.  David Walley will undertake the role of CEO at Mobile Promotions. The aim is to deliver an ambitious expansion plan which will see a full turnkey solution offering developed through both organic and acquisitive growth.

Commenting on the deal David said “We greatly appreciated Rick and the team’s pragmatic and proactive approach – helping us navigate both the process and overcome some tricky technical issues. We look forward to working with them again on our future corporate acquisitions and view them as very much part of our team.”

Commenting on the deal Rick said: “We’ve really enjoyed working with David and the the Mobile Promotions team on the deal and we are looking forward to it being the start of a long relationship. It has provided us with another opportunity to demonstrate the range of expertise that we have at Wilkes to deliver these sorts of transactions.

“It’s been a busy few months for us and it is encouraging to see that the M&A market continues to hold up well in 2018.”

This is the latest in a growing line of M&A work for The Wilkes Partnership, following the completion of deals across a range of sectors including IT software, FMCG, events and health and social care.

For help and advice relating to your business get in touch with Rick Smyth on 0121 710 5932 or via email at rsmyth@wilkes.co.uk.

The Wilkes Partnership, has announced that Gareth O’Hara and Ellie Holland have been appointed as joint managing partners to build on the continued growth of the partnership.

Gareth O’Hara has been at The Wilkes Partnership since 1993 and has successfully led the corporate team for many years, acting on high profile cases such as multi-million pound management buyouts. He sits on the firm’s management board and oversees a number of key client and supplier relationships.

Ellie Holland has been with the firm since its merger with Williamson & Soden in 2013, and has more than a decade of experience heading up major clients. She has successfully lead her team from strength to strength, whilst building on the firm’s strong reputation in the Solihull and South Birmingham area.

Nigel Wood, Senior Partner at The Wilkes Partnership, says: “Both Gareth and Ellie have shown exceptional leadership and legal practice during the time they have been with us. They also have a passion for the work and I know that they are excited by the opportunity of working more closely with all the teams and the board to further grow and broaden the reach of our firm.

“The fact that both Gareth and Ellie have been at the firm so long and seen constant progression in their careers, is also a testament to the development programme we have at Wilkes. There is some impressive legal talent in Birmingham and this is more proof that there are many opportunities here for that talent to thrive.” 

These latest promotions follow Amanda Holden and Gavin Evans to partner as well as the appointments of Stuart Tym as Head of Planning, Zara Reed as HR & Compliance Director and Kevin Lynch as Head of Contentious Probate.

The Wilkes Partnership Solicitors, Birmingham, Solihull, Supreme Court

Gavin Evans, Partner in the Commercial Dispute Resolution team here at Wilkes examines how individuals choosing to act for themselves in court, while making initial savings, may be letting themselves in for problems later down the line.

Where a party to Court proceedings decides to represent themselves in those proceedings (rather than appoint a solicitor to act for them), they are known as a “litigant in person”. Although the saving in legal fees may make such an approach superficially attractive, a recent Court of Appeal decision has provided a stark warning to would-be litigants in person that they can expect little sympathy from the Court when it comes to technical matters of procedure.

The case of Barton –v- Wright Hassall

In this case, Mr Barton had brought professional negligence proceedings against a firm of solicitors, Wright Hassall LLP . Mr Barton represented himself in those proceedings as a litigant in person. At the commencement of the proceedings, Mr Barton had served the claim form on the Defendant’s solicitors, Berrymans Lace Mawer (“BLM”) by email. Or so he thought.

Unfortunately for Mr Barton, the rules governing the conduct of civil litigation in England and Wales (the Civil Procedure Rules or “CPR”) require (amongst other things) that in order for service by email to be valid, the receiving party must have indicated in writing that they are willing to accept service by email. They must also have confirmed both the email address in question, and whether they have any restrictions on the format and/or size of any attachments.

Not being familiar with the intricacies of the CPR, Mr Barton had made no efforts to obtain the prior  written consent of BLM to service in this manner. Consequently, when the time for service of the claim form expired the following day, under the technical rules of the CPR the claim form remained unserved and Mr Barton was then out of time to pursue the claim.

Mr Barton asked the Court to find that he had validly served the claim. The Court said he had not. Mr Barton took his case to the Court of Appeal. The answer was the same. Undeterred, Mr Baton appealed again to the Supreme Court (formerly the House of Lords). He claimed that the Court’s refusal to deem his emailing of the claim form as “good service” was a breach of his human rights. Mr Barton also claimed that as a litigant in person, he should be given special dispensation in navigating the CPR. Effectively, he claimed that as a litigant in person he could not be held to the same standards and level of knowledge as would be expected from specialist solicitors.

The Supreme Court rejected Mr Barton’s arguments and refused to treat litigants in person any differently to those who appoint solicitors to act for them. The same rules must apply equally to all parties, regardless of whether or not they have legal representation.

Lord Sumption, in his judgment, stated that it ‘cannot be enough’ to simply assert that Mr Barton’s attempts at service successfully brought the claim form to the attention of BLM. He went on to say that ‘otherwise any unauthorised mode of service would be acceptable’.

He went on to conclude that a lack of legal representation does not justify the application of a lower standard of compliance with the rules of the Court. The Court held that ‘unless the rules and practice directions are particularly inaccessible or obscure, it is reasonable to expect a litigant in person to familiarise himself with the rules which apply to any step which he is about to take.

Gavin Evans, Partner in the Commercial Dispute Resolution Team at The Wilkes Partnership LLP, comments that:-

“This decision is a warning to litigants in person that they can expect no sympathy from the Court if they fail to appreciate, understand or correctly apply the provisions of the CPR. In some ways this may seem harsh, and the Court did recognise that for many litigants in person, the costs involved in having legal representation make that impractical. However, the decision is best seen as the Court re-affirming that the rules of Court have to be the same – and be seen to be the same – for both sides. Irrespective of the particular characteristics of a party (such as whether or not they have engaged legal representation), both sides in a case must be held to the same standards of practice and conduct.

The CPR is complex and there is no doubt that parties who do not engage legal representation are at a disadvantage in Court proceedings against those who do have such representation. We would always advise a prospective or actual party to proceedings to engage representation where possible. If that is not realistic, then at the very least we would recommend that they take some limited legal advice on relevant procedural aspects, to avoid finding themselves in a position where a potentially meritorious claim is lost because of what may appear to be a minor error in procedure.”

The Wilkes Partnership LLP can offer advice and assistance in relation to a wide range of disputes, whether prior to or during Court proceedings, or in relation to those that can be resolved through alternative forms of dispute resolution such as negotiation or mediation. For more information please contact Gavin Evans on 0121 710 5950 or by email at gevans@wilkes.co.uk

The Wilkes Partnership, has promoted Amanda Holden to Residential Conveyancing Partner and Gavin Evans to Commercial Dispute Resolution Partner.

The new partners, Amanda and Gavin, both joined The Wilkes Partnership five years ago and have been on a path to partner in their fields of expertise ever since.

Amanda has more than 20 years’ of expertise in residential conveyancing and is recognised for her specialism in high net worth transactions. She has been with the firm since its merger with Solihull firm Williamson & Soden where she was an associate.

Gavin advises on a wide range of commercial disputes, from contractual disputes between businesses to breaches of warranty or covenant. He regularly advises on shareholder disputes and those relating to the operation and control of owner-managed businesses.

Nigel Wood, Senior Partner at The Wilkes Partnership, said “In the past year we have been handling an increasing number of high profile cases for clients across the firm. These promotions are not only deserved, but they reflect the progression opportunities across our firm and the ever growing expertise we have here across a wide range of disciplines.”

These latest appointments follow Stuart Tym as Head of Planning, Zara Reed as HR & Compliance Director and Kevin Lynch as Head of Contentious Probate.

Amanda Holden, Residential Conveyancing Partner at The Wilkes Partnership, says: “My time with Williamson & Soden and now The Wilkes Partnership has been an exciting learning curve presenting a wide range of experiences and challenges. At The Wilkes Partnership I’ve always felt that there is a culture of development which is one of the many reasons I’ve enjoyed being here since I started with Williamson & Soden over 15 years ago. I feel that those joining the firm as graduates can look forward to a long career of being supported throughout their development.”