On 15 February 2019, the Court of Appeal handed down judgment in Henderson Administration Ltd v Pease [2019] EWCA Civ 158 allowing an appeal by Henderson against the order made following trial in the Chancery Division. The judgment considers the general principle of English contract law that where an obligation can be performed in different ways it is ordinarily for the obligor to choose the method of performance. The Court of Appeal held that Henderson had been entitled to choose to transfer the Henderson European Special Situations Fund to Mr Pease’s new asset management firm under a scheme of arrangement and that Mr Pease was liable to pay the fees due in the event of a transfer. The Court of Appeal also considered the legal status of a sub-fund within an Open-Ended Investment Company (OEIC).
Daniel Oudkerk QC and Adam Woolnough appeared for the Appellant, instructed by Robert Turner at Simmons & Simmons.
