Year of call: 1982
E: pcranfield@3vb.com

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Peter Cranfield's practice covers a wide range of contentious and advisory commercial, property and company matters, including commercial disputes, commercial trusts, property, conveyancing, mortgage and other security transactions, company and insolvency, commercial fraud and asset recovery, banking and building society law, financial services, professional negligence, partnership law and wills and personal trusts.  He is particularly interested and has been involved in cases with an international dimension, and has advised and participated in cases in the USA (New York, Florida and Federal), Switzerland, Germany, Monaco, Liechtenstein, Cayman Islands, the Bahamas, and the Channel Islands, and has appeared in the European Court of Justice.


‘Highly skilled and efficient.’

Legal 500 UK 2015

Peter has been engaged in advising lenders and borrowers on the aftermath of the credit crunch and in particular the impact on fixed term debt. Issues have included construction of mortgages, loan agreements, mortgage terms and conditions and rule books, whether extra-contractual statements or representations to existing or future customers have binding effect, withdrawal of extra-contractual promises, misrepresentation, estoppel by representation and promissory estoppel, derivatives, swap and ‘cap & collar’ arrangements, put and call options.

He has been instructed by American and other multinational banks and consortia, on a number of project finance ventures. Many of these have involved the funding of energy supply contracts, in particular gas fired power stations. The parties and transaction documents usually cross many jurisdictions; he has been instructed where the proper law of one or more of the transaction documents is English law. He has been involved in the drafting and review both of the site purchase, plant construction, energy supply and utility documents and the project finance documents. As is the nature of such transactions, the methods of financing (and hence the nature of the project finance and security documents required) have varied widely. He has also advised telecoms companies on the property and other issues raised by the transfer or split ownership of interests in fibre optic cables.

Peter's securities practice includes advising on and assisting in the drafting of chattel mortgages, bills of sale, factoring agreements and fixed and floating charges, and advising on the legal categorization of such instruments. He has also advised banks on the validity of credit sale agreements and substantial property transactions between public companies and their directors.

Most recently, Peter has been instructed to consider the impact of the Consumer Rights Act 2015 and guidance given by the Competition and Markets Authority on banks’ lending and security documents.

Cases include:

Bank of Scotland v King [2008] 1 EGLR 65 - sale and purchase of substantial residential property with funds provided by bank; borrower signed legal charge and paid bank monies to V but failed to pay balance of purchase price; V executed and delivered TR1 transfer to P's solcitors; V subsequently rescinded contract of sale for non-payment of balance. Did bank have a valid legal charge over V's property notwithstanding P's failure to pay balance of purchase price? Principal issue was whether signing and delivery of TR1 amounted to unconditional transfer of V's title, or whether V executed same in escrow and, because P had failed to pay the balance of the purchase price, the transfer never became effective. Issues of delivery of documents and construction and effect of Law Society's Code for Completion by Post.

whether open to bank to rely upon a contested legal charge notwithstanding that it had applied for and sought relief by way of subrogation based upon the invalidity of the charge (Hedworth v Fairbank Holdings Ltd (2008)

whether open to bank to "rest upon its security" and demand full amount of debt secured by charge as condition of redemption, where all bank's remedies under charge were statute-barred (Hedworth v Barclays Bank plc (2007))

subrogation to unpaid vendor’s lien where intended security imperfect (Royal Bank of Scotland v Aladwani (2010))

Abu Dhabi Commercial Bank v Saad Trading, Contracting and Financial Services Co [2010] EWHC 2054 (Comm) – construction of ISDA Master Agreement and associated lending and security documents

whether alleged negligent advice by bank as to appropriateness of loan afforded defence to enforcement of security (Santander UK Plc v Main (2014))

See also entries under “Commercial Dispute Resolution” which have included various banking or banking-related claims (including Lehman Bros) pursued or defended simultaneously in England and in jurisdictions outside England.

Peter has been involved in a series of trials relating to the asset stripping of a property company, breaches of fiduciary duties, proof of fraud against the company's accountants and auditors, dishonest assistance and dishonest dealing, and the tracing, freezing and recovery of the assets and other property of the company and their proceeds. The cases also involved many aspects of company and insolvency law, administration, personal bankruptcy, and compromise and settlement (including setting aside an apparent compromise).

Jackson & Ors v Thakrar & Ors (No 3) [2007] EWHC 271 (TCC)

Jackson & Ors v Thakrar & Ors (No 4) [2007] EWHC 626 (TCC)

Jackson & Ors v Thakrar & Ors (No 5) [2007] EWHC 2173 (TCC)

Jackson & Ors v Thakrar & Ors (No 6) [2007] EWHC 2173_2 (TCC)

See also entries under “Commercial Dispute “Resolution” which have included various civil fraud claims pursued or defended simultaneously in England and in jurisdictions outside England.

Cases include:

Seb Trygg Holding Aktiebolag v Manches & Others [2005] EWHC 35 (Comm), [2005] 2 Lloyd's Rep 129 - trial of 20 preliminary issues relating to liability arising out of arbitration proceedings in London, pursuant to the rules of the Stockholm Chamber of Commerce. Counterclaim in arbitration for breach of warranty and indemnity on a share sale agreement, principal issue whether same barred by various contractual limitations. Issue referred to High Court was whether or not one of the arbitration defendants had been effectively joined to the arbitration when it had ceased to exist prior to the arbitration proceedings being commenced, but had a statutory universal successor, following a merger under German law. Issues of misnomer, continuity of retainer, actual and ostensible authority, ratification, submission to jurisdiction, estoppel. Led by Sue Carr QC (Reynolds Porter Chamberlain).

St James's Place UK Plc v S J Burnhope & Ors (2003 Folio No 808) - claim by sellers of life insurance and pension policies to be indemnified its professional indemnity insurance underwriters against compensation paid to investors pursuant to the FSA review of the sale of certain Free-Standing Additional Voluntary Contributions pension policies. The case settled after mediation in October 2004. (Dechert).

Countrywide Assured Group plc v Marshall & Ors [2002] EWHC 2082 (Comm), [2003] Lloyd's Rep PN 1 - claim by sellers of life insurance and pension policies to be indemnified by their professional indemnity insurance underwriters in respect of their liability to customers who were mis-sold pensions during the period April 1988 to June 1994. Whether aggregation clause in insurance policies capped insurers' liability where "any claim" or "any loss" was defined as "one occurrence or all occurrences of a series consequent upon or attributable to one source or original cause". Led by Christopher Symons QC (Dechert).

J Rothschild Assurance plc v. Collyear [1999] Lloyd's Rep IR 6 - claim by sellers of life insurance and pension policies to be indemnified its professional indemnity insurance underwriters for the losses it had or might yet sustain by reason of the need to compensate investors for the mis-selling of pensions to them. Issues included whether report commissioned by Lautro and notification of its contents to underwriters constituted notice under the policies; whether compensation cases came within "claims made" under the policies; and the construction of the policies. Led by Christopher Symons QC (Dechert).

regulatory aspects of entry by investment trust in England into derivatives and interest rate swap arrangements with a Swedish bank

impact of the regulatory regime and ultra vires on the ability of universities to roll out bank smart cards to their students

whether a consumer credit agreement constitutes an exempt agreement under the Consumer Credit Act and relationship with Financial Services and Markets Act (in relation in particular to foreign lenders)

OLAF (European Anti-Fraud Office) investigations into use of EU funds

claims by Financial Conduct Authority (FCA) against independent financial advisers

impact of Consumer Rights Act 2015 and guidance published by the Competition and Markets Authority

recovery of company/LLP bona vacantia after dissolution

duties of administrators in ‘pre-pack’ administrations

claims by creditors for recovery of company property where company has gone into administration

claims under s 423 Insolvency Act 1986 where company in liquidation (Re Simon Carves Ltd, Carillon Construction v Hussain [2013] EWHC 685 (Ch), [2013] 2 BCLC 100)

whether annual letters of financial support provided by a parent to its subsidiary for audit and financial reporting purposes constitute legally binding obligations or are mere ‘letters of comfort’

disclosure of assets under the Liechtenstein Disclosure Facility where owner undischarged bankrupt at time of his death

unfair prejudice and directors’ disqualification proceedings

Oppenheimer & Anor v Banks & Ors (2008) - claim brought against professional trustees, and solicitors and accountants retained by them, in respect of the attempted export of a UK trust (worth several millions of pounds) which was ineffective and accordingly failed to achieve the anticipated tax savings. Claims in breach of trust, negligence and breach of fiduciary duty. Issues of causation, remoteness of damage and limitation.

Seb Trygg Holding Aktiebolag v Manches & Others [2005] EWHC 35 (Comm), [2005] 2 Lloyd's Rep 129 - in the context where a party to an arbitation has been incorrectly named in the proceedings, whether solicitors conducting the proceedings should be held to warrant to the opposing party that they have correctly named their client, or whether the warranty which a solicitor gives is that he has a client who has instructed him to assert or deny the claims made in the proceedings against the opposing party.

Hiam v Lloyds TSB Bank plc (2003); Clewer v Charles Russell (2001) - both claims brought against a member of the Bar. Both successfully struck out on application.

Barclays Bank v. Weeks, Legg & Dean [1999] QB 308 (CA) - meaning and effect of standard form undertakings given by purchasers' solicitors to bank on sale of land - whether undertakings qualified or absolute - whether solicitor liable for defect in title irrespective of fault.

He was co-author of the Building Societies volume of the Encyclopedia of Law and Precedents.

 

 

Working knowledge of French and German.