Andrew Green v HSBC UK Bank PLC

This is my judgment in relation to Mr Green’s application made by application notice on 31 July 2025 for me to, in some way, reallocate the proceedings to a High Court Judge or, possibly, transfer them to the Chancery Division. He relies on a number of matters which I will come to in this judgment in due course. However, having heard his various submissions and those from Mr Porte for the Defendant (“the bank”), it seems to me that it would be quite wrong for me to grant the application.

I am somewhat unclear whether the application is, in part, an application for me to recuse myself; but it is, at least mainly, put on the basis that the matter is more appropriate to be dealt with by a High Court Judge and/or in the Chancery Division than in the King’s Bench Division with management by me as a Master.

The application has a feature which is slightly ironic; in that, although I am sitting here as a Master in the King’s Bench Division, I have another judicial post as a Recorder for which I have a section 9(1) of the Senior Courts Act 1981 authorisation to sit as a High Court Judge of the Chancery Division. That fact is not directly relevant to this application. What does have a limited degree of relevance is that I have a very substantial, albeit historic, experience from when I was a practicing Chancery/Commercial barrister of Chancery law and procedure and associated commercial law and procedure.

Mr Green, firstly relies on various matters relating to my previous decision holding that the Bills of Exchange Act 1882 did not give rise to any freestanding statutory duties on the part of the Defendant on the pleaded facts to present the asserted bond. That decision was given some months ago with a full oral judgment.

Mr Green submits that the determination itself was premature and was also only limited to one argument which he had under the Bills of Exchange Act 1882 relating to the question as to whether the bank was a ‘holder’ and not in relation to other arguments which he wishes to put forward to assert that the bank is a ‘collecting bank’.

It seems to me that Mr Green’s arguments effectively amount to a challenge to my previous decision. That decision was made with a fully reasoned oral judgment resulting in an order. If that decision is to be challenged the decision would need to be challenged by way of an appeal, which would have to be made by appeal notice with permission to appeal being sought from the Appellate High Court Judge as part of that appeal notice.

Time for appealing my previous decision has expired. No appeal has been sought to be brought and I do not think that I should proceed with this hearing on the basis that any appeal would be brought or would be allowed to proceed or succeed, If, of course, an application was made for appeal out of time and all relevant permissions were obtained and an appeal succeeded that would change the position, but that is not the situation before me.

Mr Green submits that he does not understand the basis of my judgment. It seems to me that the basis for my judgment was fully set out in my oral judgment. Mr Green submits that he sought to further query what had happened at the hearing before me on 2 June 2025 and that he left that hearing without those matters being sufficiently explained to him.

If Mr Green wished or wishes to challenge the outcome of that hearing, he would, again, have had or have to do so by way of appeal and he is, again, out of time for bringing any such appeal. It seems to me that I should disregard that possibility for the same reasons I have already given with regards to my earlier judgment.

Mr Green says that he wishes to put his Bills of Exchange Act arguments on a different basis to what he asserted before, being the Defendant Bank being a ‘collecting bank’ rather than a ‘holder’.

As to this, firstly, my judgment was to the effect that there was no duty under the Bills of Exchange Act upon the Defendant. Thus to seek to raise this argument, it seems to me, would, effectively, be an attack on my previous judgment where I decided the Bills of Exchange Act points.

Secondly, though, it seems to me that Mr Green’s argument is based on a misreading and misapplication of the asserted legal situation in the light of the Bills of Exchange Act. It does not seem to me that, essentially for the reasons given in my previous judgment, the Bills of Exchange Act imposes an obligation on an entity simply because it has in its possession a bill of exchange.

The true question is whether or not the relevant entity owes an obligation to the Claimant to present the asserted bill of exchange. As to whether such an obligation is owed depends on the ordinary, that is to say in common law and equity, obligations and rights of the parties.

If the bank has contracted to present the asserted bond then that is likely to involve an obligation to present it in accordance with the procedures set out in the Bills of Exchange Act; likewise if the bank owes some other obligation at common law or in equity to present the asserted bond.

Similarly, if the bank has agreed (on an enforceable basis at common law or in equity) to act as a collecting bank, the bank is likely, as part of that obligation, to have taken on an obligation to act as a collecting bank would act in accordance with the Bills of Exchange Act.

However, the situation is and remains in this case is that it is entirely in issue between the parties as to whether or not the bank has agreed or is otherwise bound (at common-law or in equity) to so act (i.e. either to present the bond or to act as collecting bank).

Mr Green contends that the bank has bound itself to so act and the bank says that it has not. The bank’s case is that hws simply been provided with the document without any obligation upon it to do anything with it apart from to decide either to present it or to return it to Mr Green.

Whether or not the bank is right about that remains to be decided. Indeed, in my previous judgment I refused an application by the bank for reverse summary judgment on the basis of Mr Green having no real prospect of success on those particular points. However, and conversely, I have not in any way decided that Mr Green is bound to succeed on any of those particular points.

For all those reasons, it seems to me that the question as to whether or not there is a freestanding (that is to say in the potential absence of the bank being bound at common-law or in equity to present the document or to act as collecting bank) statutory duty under the Bills of Exchange Act has already been decided by me against Mr Green. In those circumstances it does not seem to me that I should make some order which enables Mr Green to try and reopen it, which seemed to me to be one aspect of his submission.

Mr Green further submitted that the matter was complex, involved matters of equity and commercial elements and would be much better suited for the Chancery Division and/or High Court Judge.

As far as that is concerned, the King’s Bench Division is well experienced in dealing with both commercial cases, and the Commercial Court is part of the King’s Bench Division, and in dealing with matters of equity, particularly in a commercial context. I, myself, as I have already said in this judgment, have considerable experience of such matters.

Further, the usual procedure, as set out in the Civil Procedure Rules, and which is the general practice of the King’s Bench Division, is that Masters deal with case management, including strike out and summary judgment applications; although in matters of particular complexity they may decide that they are appropriate to be sent to the High Court Judge.

At the moment it does not seem to me that the matters are of such particular complexity. It is, of course, part of the usual King’s Bench Division procedure (although trials can be directed to take place before Masters) that, if the matter is regarded as worthy of being dealt with in the High Court, any trial will be in front of a High Court Judge (i.e. a full High Court Judge or someone sitting as a High Court Judge under section (1) or section 9(4) of the Senior Courts Act 1981).

That remains the position and it does not seem to me that there is anything in this case which takes the case out of the norm such that case management should not be a Master on the usual basis.

I note that Mr Green wishes to assert that the Defendant has suppressed various evidence and that he should be entitled remedy this as a result. That is an aspect of matters which Masters are used to dealing with.

Mr Green further relies on the overriding objective in Civil Procedure Rules Part 1. That, however, needs to be read in the context of the Civil Procedure Rules generally and the ordinary King’s Bench Division practice, which, as I have said, results in Masters dealing with case management.

Mr Green seeks to assert that a review hearing on 2 June 2025 engaged in some measure of judicial disengagement as far as he was concerned.

I have reminded myself of that hearing and the order that I made. It does not seem to me that that showed any particular judicial disengagement at all, let alone anything which could amount to actual bias or apparent bias (i.e. a situation where a reasonable observer would have had a real suspicion or concern I was in some way or another biased).

All that I sought to do at that hearing was to deal with a very complex situation where both parties were seeking to make all sorts of applications and to make a set of directions to enable, and have enabled, this hearing to proceed on an informed basis. It does not seem to me that I deprived either side of any particular right to be heard.

Mr Green submits that the matters which he seeks to raise in equity should have to be advanced in some sort of CPR Part 8 claim; and that what he did was proper and appropriate when he issued a Part 8 Claim in the Chancery Division notwithstanding that this claim had been proceeding for a considerable period of time.

The Chancery Master first, following a hearing, stayed the claim generally and made a Limited Civil Restraint Order against Mr Green. The Chancery Master then transferred both that claim to this Division (and me) and nominated me as the judge to whom any applications under the Civil Restraint Order are to be made.

Mr Green tells me that he has made an application in the Chancery Division to have that Transfer Order set aside or varied.

I understand that that application has not resulted in any communicated judgment from Chancery Master McQuail who is the assigned Master who was previously dealing with that Part 8 Claim.

However, that application is not for me to deal with in any way. It is an application to the Chancery Division asking it to undo one of its own orders. It is for the Chancery Master to deal with.

However at the moment the CPR Part 8 claim remains just simply completely stayed.

At first sight, it seems to me that the bringing of the Part 8 claim was not the right course for Mr Green to take. If he wished to raise arguments in equity arising out of the same facts as the subject matter of the Part 7 claim which is actively before me; the solution would be to amend the Part 7 claim to advance those particular points, a matter to which I will return.

In any event, it does not seem to me , especially in circumstances where the Chancery Division has decided to first stay the Part 8 claim and then to transfer it to the King’s Bench Division, that there is any reason for me to transfer this whole claim to the Chancery Division or to refer it to a High Court Judge.

Mr Green submits generally that this matter is appropriate to be dealt with at the case management stage at High Court Judge level. I have considered his submissions fully; and it does not seem to me that that is required. This is a matter which can be case managed by me at Master level.

If a particular point arises which I consider raises such an issue as is only appropriate to be dealt with by a High Court Judge, then I can make an appropriate order at the appropriate point. However at the moment I am not so satisfied. It seems to me that the ordinary procedure should continue.

One point which has arisen, though, is that the present amended particulars of claim assert that the bank’s obligations arise as a matter of contract or what is said to be negligence but expressed to be as a duty of common law arising out of the pleaded facts. In the amended reply it is asserted that the duty arises out of the pleaded facts alternatively as a matter of fiduciary duty or equity or under the law of bailment.

The Defendant wishes to object to that on the basis that they contend, firstly, that if what are stated in the amended reply are actually causes of action, they should appear in the particulars of claim and not in the reply; and, secondly, that Mr Green has had numerous opportunities to advance his claims and should be restricted to those which are presently in the amended particulars of claim. Mr Porte also expresses a concern that if Mr Green might seek to assert that a duty arises in tort (or on some other basis) and that he should not be permitted to make some further amendment in the future based upon that.

I bear in mind that this case is still at a fairly early stage.

It seems to me that all that Mr Green is seeking to do, as long as he does not seek to assert, as I have held he is not allowed to assert, that there is a freestanding statutory duty under the Bills of Exchange Act, is that the bank’s obligations arise under one or more of various legal bases (in common-law or equity) arising from the pleaded facts.

In principle, all that particulars of claim are required to do is to assert the facts relied on (CPR16.4). It is a matter of submission in court as to whether the facts relied on give rise to a particular legal right or remedy. As far as I can see, it would not involve any particular prejudice to the court procedure or undue prejudice to the Defendant to allow Mr Green, at a trial or other hearing, to assert that the pleaded facts give rise to an obligation in fiduciary law or equity or under the law of bailment.

All Mr Green is seeking to do is to say that the facts are as asserted by him and that gives rise to a legal right. It does not seem to me that that could in any way undermine my previous judgment, which is concerned with my ruling that the Bills of Exchange Act does not give rise to statutory duties of the sort that Mr Green asserted (albeit that the statute may delimit what somebody who is under some duty (at common-law or in equity) to deal with the asserted bond would then have to do, and also specify what consequences would ensue if they did not do it).

It seems to me, including because this matter is still at an early stage, that justice and the overriding objective does require me to allow Mr Green to put forward the various legal claims on the basis of the facts pleaded by him; and that to deprive him of the ability to say at trial that those facts give rise to an equitable obligation even if they do not give rise to a common law obligation, would be unfair and contrary to the overriding objective.

I do take into account Mr Porte’s arguments that Mr Green should not be allowed to use this as a freestanding ability to amend further. What I propose to do in my order is, simply, to provide that the amended particulars of claim are deemed to be amended to include in the relevant paragraphs assertions that a duty also, further and alternatively, arose as a matter of fiduciary obligation or otherwise in equity or in the law of bailment and that those alternative duties were breached in and by way of the factual circumstances. That will ensure that it is clear that no further permission to amend is being granted.

Therefore, and on the above basis, I refuse Mr Green’s application to transfer case management to a High Court Judge or to transfer the matter generally to the Chancery Division.

Mr Porte has invited me to decide that this application was totally without merit. It seems to me that it is close to being totally without merit; but, in circumstances where I have made something of a collateral order in Mr Green’s favour, and which relates to an aspect of the application, it seems to me that the application did not go so far as to have been totally without merit; and I am therefore not going to make such a determination. Mr Green should, however, be aware that, in my view, his application was very close to that.

I now have to consider Mr Green’s application notice of 1 April 2025 seeking to join Mr Ian Stewart, the Chief Executive Officer of the bank, as a Defendant. I have heard submissions from him in support.

Mr Green relies upon his supplementary written statement dated 1 April 2025.

It is said there that the proposed joinder is on the basis that Mr Stewart has been placed on direct notice of misconduct by the bank, has failed to intervene or instruct corrective action, has been knowingly inactive and acquiesced; and that he should, in some way or other, be accountable for what is said to be misconduct by the bank and its legal representatives. Reference is also made to some incident which took place on 11 November 2024.

The application is itself being made under the general provisions of the CPR, and in particular and CPR 19.2. The Court only allows an application to join a new party if a case against that new party is being sought to be advanced which appears to have real prospects of success is outlined; or where it is otherwise just to do so in accordance with the overriding objective, bearing in mind that the subject matter of the case which is before the Court to which the joinder is sought to be made.

First, The case before the court raises and is based upon questions as to whether or not the bank should, in 2022, have presented the asserted bond to another entity and what should have happened in such circumstances.

There appears to be no connection between the fact that the bank did not do seek to the present the bond and Mr Ian Stewart, who seems to have had no role in that decision whatsoever from what I can see before me and, indeed, from what the Claimant himself seeks to allege. Thus, at first sight there seems to be simply no connection between whatever claim is sought to be made against Mr Stewart and the actual subject matter of this particular case.

Second, though, with regards to the question as to whether or not any matter is advanced which would seem to give rise to reasonable grounds or real prospect of success of a claim against Mr Stewart, it is said primarily just that he has been inactive. Usually, one person has no duty to another to take any positive steps to benefit them, and I cannot see why Mr Stewart would have owed Mr Green any duty to do so.

Third, Mr Stewart is being pursued on the basis that the main claim is against the corporate entity and where it is said that Mr Stewart has, in some way or other, failed to cause the corporate entity to accede to the Claimant’s demands.

That raises the further general point of the corporate veil; where the right of action, at first sight, if it exists at all, is between the Claimant and the Defendant, that is to say between the Claimant, Mr Green, and the corporate entity, the bank. It is not a claim against any officer of the bank. In principle the existence of the corporate veil would be an absolute defence to Mr Stewart who is merely an officer of the bank.

That principle, however, does not necessarily apply if a particular officer has committed an act which amount to a freestanding wrong against the Claimant. However, that is not, in any way, alleged against Mr Stewart, at least in terms of any positive act. Rather, the assertion against Mr Stewart is that he has failed to intervene and has caused the Defendant bank not to accept Mr Green’s claims.

It seems to me at first sight, Mr Green’s claim is not only against Mr Stewart in relation to matters which are not related to the relevant time but is also quite contrary to the general principle of the corporate veil where the claim is against the corporate entity not against its individual directors, officers or employees.

Fourth, the claims against Mr Stewart are that he has been inactive. Normally, a claim cannot exist in relation to somebody’s inaction unless it can be said that they are under a duty to act, see such cases as N v PooleBorough Council [2019] UKSC 25 and YXA v Wolverhampton CC [2023] UKSC 52.

Mr Green asserts that Mr Stewart is under a duty to act as he says such would be required by the United Kingdom Corporate and Governance Code. Even if Mr Green could point to some point of element of the code which would in point, which I would very much doubt, it does not seem to me that a document of that nature could give rise to an obligation enforceable as a matter of law.

Mr Green otherwise seems to assert that there is some conspiracy against him within the bank itself. However, it does not seem to me that any material has been produced which could evidence something which is actionable.

Further officers and employees of an organisation are entitled to act together as part of an organisation defending a claim which is brought against it. That does not of itself, and cannot of itself, give rise to a right of action in law against them. As I have already said, that would be entirely contrary to the principles of the corporate veil.

If a person has engaged in a particular course of conduct which gives rise to a direct freestanding wrong then the situation may be different. Further, in some particular circumstances it can be different if a person has engaged in some wrongful conduct, which induced the organisation to act wrongly at the time of the existence of the relevant wrong. However, I can see nothing to suggest that Mr Stewart has been himself involved in any such matter or at any relevant time or that the Claimant has advanced any such case.

It, therefore, seems to me that this application should be refused: firstly on the basis that no arguable case which has any real prospect of success is being sought to be advanced against Mr Stewart; secondly, that in any event this is, effectively, an abuse of process in seeking to bring in an individual who was not involved at the material time where the Claimant’s claim is, quite obviously, if it exists at all, against the bank in relation to the 2022 events.

It, therefore, seems to me that I should refuse the application. It further seems to me that, in the circumstances of this case, seeking to bring in the Chief Executive Officer at this particular point is something which is abusive And that the application is totally without merit. I am, therefore, refusing the application and declaring it to be totally without merit.