1. First I d like to explain more about why I think litigation is so terrible.

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1 Based on a speech given by Peter Freeman on Saturday 24 th January 2015 to the CIArb Birmingham Centenary Conference Peter founded Argent with his brother Michael in 1981, nurturing the business and growing it into the widely respected and diverse company that it has become today. Peter remains actively involved as a non-director and investor in various Argent entities and a director of King s Cross. Peter is also a director and investor in Mayfields Market Towns Limited, which is promoting a new town in Sussex. Also within the property industry, Peter has been a non-executive director of Land Securities and MEPC; Chairman of the Investment Property Forum, and a member of the Bank of England Property Forum. Peter qualified as a solicitor after reading History at Oxford. In 1996, Peter jointly won the Property Week Personality of the Year award with Michael Freeman. How to avoid litigation What a nuclear weapon is to peace keeping, so litigation is to business negotiations. It s the ultimate deterrent almost too terrible to contemplate. Its threat has the positive effect of bringing two sides to the table. But it also has the negative effect of souring relationships and fostering distrust and dislike. Two parties who were not seeing eye to eye but rubbing along can become sworn enemies entrenched in different encampments once the writs start flying. So you can see why I will be arguing that negotiations or mediation (and failing that arbitration) are socially, psychologically and commercially better than litigation in court. 1. First I d like to explain more about why I think litigation is so terrible. 2. Then, I will share some of my experiences of messes where we have needed to seek legal advice and how in 34 years of business we only ended up in court once, with a settlement agreed at lunchtime on the first day. I was actually quite disappointed it settled just then because I was due to be our opening witness first thing in the afternoon. I d been preparing for my moment in the sun for three years. I was word perfect. I felt like an avenging angel. However, my QC was obviously less confident in our case or my persuasive abilities and he persuaded me to accept an 80% offer at the end of the lunch break. Interestingly, we would have settled for 25% and an apology three years before. I suspect matters that go to trial are often about injured feelings as much or more than they are about money. 3. Finally, I d like to explore the ground rules for avoiding getting into scrapes that might give rise to disputes that could become litigious. 1

2 Litigation is terrible.. Unless of course you are a lawyer charging by the hour! My wife used to be a criminal barrister. She and her colleagues at the criminal bar tended to look down on commercial barristers because they didn t fight to the death and win or go down gloriously losing. Civil lawyers might put this down to having a more cerebral approach than their more pugnacious criminal counter parts. There may be some truth in that but in a country that doesn t do plea bargaining, criminal law is binary Guilty or Not Guilty. Win or Lose Civil litigation is made up of shades of grey at least 50! There is always a caveat to giving really clear advice in commercial cases. Yes, perhaps a professional advisor was negligent but maybe only a small portion of the client s loss was attributable to the negligence and the rest was due to market circumstances or contributory negligence or perhaps the extent of the loss was unforeseeable. Or perhaps the client cannot prove he relied on the advice. Or perhaps one of the parties simply cannot afford the delays and costs of litigation. For all those reasons and many more it is not surprising that commercial lawyers are always edging their clients towards a settlement and the dance of pre-court proceedings is in part tactical but is more importantly an attempt to achieve clarity on the facts and the law that applies to them so that there is no need to wait longer and spend even more time in order for a judge to opine. Apart from its cost and the delays and uncertainty, litigation is terrible because it has a corrosive and pervasive impact on your day job and creates sleepless nights. Normally we all go about our business not worrying about whether we have dotted every i and crossed every t. Once litigation starts you are not only minding your p s and q s going forward but you begin to have to look through past files and suddenly what may have seemed an incidental throw-away line, or a failure to acknowledge an takes on greater significance. At the root of any civil litigation is the sense that someone has suffered an injury because someone else has let them down by their actions or inactions. I say someone advisedly rather than some company or business because even if the damage is ultimately only financial loss and both parties are large corporates, there will be individuals within each camp whose own reputations, careers, weekends, marriages may be on the line because of the added pressures caused by the events that have led to the litigation. 2

3 People are great worriers and great spinners. It is hard enough to remember the sequence of events that led to the final problem even if we have nothing to hide. In a recent personal experience Deloitte, our tax advisor, asked my brother about the context of a deal we had structured several years before as this was relevant to its tax treatment. We each decided to write down our recollection separately without checking the file. Our versions differed significantly. So there was much chest-puffing about who would turn out to be right once we looked in the file. The bad news is we were both wrong horribly wrong! So if that s true of two people who had nothing to hide, who had studied history, qualified as lawyers it probably tells you that most witness statements are going to contain material that the mind has rewoven far from the truth. The possibility that your recollection is honestly wrong or the other side s statement is dishonestly wrong adds to the stress and uncertainty of litigation. Think of the MP s who have been to prison like Jeffrey Archer and Jonathan Aitken for perjury in libel actions and Chris Huhne for forgetting who was driving? Perhaps they should have called expert evidence that sometimes people just have memory lapses surely that s not perjury? Advice with a View to Litigation I d like to give you a quick review of the handful of times we have sought legal advice with a view to litigation. The first theme you will pick up is that on most occasions we have found the advice at best equivocal and often down right disheartening. But despite not being told we have an open and shut case we have also never had to throw the towel in where we felt that in all fairness we were the injured or innocent party. 1. Reading Motorway Junction Possessory Title The first case concerned the acquisition of a 2 acre site near Reading, in The title was registered land but a small strip of it was possessory not absolute. Because it was possessory our lawyer suggested he should come to site and have a look. We wandered around with a 50m tape and decided it was fine. There was a huge hedge that clearly showed our site included the possessory element. When we began building a few months later a local agent popped up and explained that we were building on his client s land. His clients were two elderly spinster sisters who lived together. He showed us all their title plans and at that point the significance of the boundary hedge being Leylandia became clear. Leylandia grows very fast and our vendor who was a local likely lad dealing in scrap had planted the Leylandia to create the false impression of ownership. 3

4 The strip of land was small, but essential to us as it allowed an extra long row of parking which in turn significantly affected the size of building we were permitted. The old ladies had in the previous decade become very wealthy from selling land to a food superstore. Rather than sue the vendor or our lawyer we went and had tea with the spinster sisters, shared their indignation and negotiated a purchase of their legal title for five times agricultural value but only 10% of its worth to us. 2. Eastleigh Notices The next occasion we went to counsel was in respect of serving a vacant possession notice on a man whose home and light industrial units and piggeries we had bought on a sale and lease back so he could stay in the home while we sorted out planning for a valuable redevelopment and then we would pay him a top-up when we had planning and wanted vacant possession. The VP notice clause required a copy of the planning consent to be attached to the notice and it only gave us a fixed window after planning to serve the notice. The occupier waited until the window for service had elapsed and then had his solicitors write to say that he and his wife would swear that the planning consent was not attached to our VP notice. My first reaction was almost amusement rather than confusion because I had this general notion from when I had taken law exams, that mere breach of the letter of the contract didn t matter since a plaintiff had to show actual loss and the occupier had not suffered any loss that could not be remedied by us re-serving. Furthermore, the occupiers accepted that we had at an earlier date given them a copy of the planning consent before serving the vacant possession notice. So clearly they had suffered no damage. Not a bit of it. Our solicitor and a QC both advised that notice clauses would be interpreted strictly so unless we could persuade the judge that the planning consent was attached, the notice was invalid and we were out of time to re-serve. I couldn t swear to it because I didn t put the letter in the envelope. The best my secretary could say is she might have. The occupier told us all he wanted was an extra 20% on the payment. So without recourse to the courts, what could we do? He was 65 and keen to retire. I went and had a long session with him and his wife that went from tea and toast to whiskey. I pointed out that he was 25 years older than me and keen to retire and although we couldn t compel vacant possession they couldn t require us to buy them out. During tea he boasted about what a good golfer he was. We shook hands on a deal for us to pay a 5% premium to the contract price if my brother beat him at a round of golf without handicaps and a 10% premium if my brother lost. Fortunately my brother is quite handy at golf. 4

5 3. Just and equitable winding up We were once in a joint venture where the chief executive of the joint venture partner had made us some important commitments which for good reason were left to a handshake and not included in the contract. After several gentle reminders of the promises he replied angrily not, as I feared, I don t remember agreeing that BUT So what if I go back on my promise. So shocked was I that this triggered an immediate memory of a case I had learned for my Company Law exam twenty five years before - Ebrahimi v Westbourne Galleries Limited. The case decided that the principles of partnership law could apply to a petition to wind-up a company where it would be just and equitable to do so. I was convinced that this would enable me to unwind the joint venture. My solicitor sadly thought I was barking up the wrong tree. I asked him for his best suggestion. He said negotiate. I said the counterparty was not sufficiently fair minded to reach a reasonable settlement. We then went off to see two separate QC s for ideas. There were no silver bullets but between them they came up with enough tin tacks that the other party eventually agreed to sell his interest to us for an affordable sum. So you will see that another reason to avoid litigation is that in all three of these cases where I had an expectation that the Courts would see me right, the reality is that the legal advice was not promising and a bit of jaw jaw, rather than war war, accompanied by cups of tea, glasses of whisky or lavish lunches has had more success. 4. Oxford Street I mentioned earlier that in 34 years in business we only got as far as opening submissions on one matter. It s interesting to note the differences from the other scrapes I ve described that never went as far even as a draft writ. First, it was a matter of professional negligence, in this case valuation. Secondly, the other side were anonymous insurers rather than people with whom we had previously chosen to be in contract. Third we began by thinking we didn t have a case. For most of our careers we have been developer traders not investment traders. But in the late 80 s everyone was buying existing investments and re-letting an empty floor and selling within a year for a handsome profit. One day an agent who described himself as the King of Oxford Street rang up to say he had a deal for us. His line was that King & Co (now part of JLL) but then the leading specialist industrial agent, had been instructed by Bradford and Bingley to sell a building in Oxford Street where Bradford & Bingley had been the owner/occupier for years. The agent told us that King & Co did not know the retail world and had messed up the marketing and were selling at a huge undervalue. He told us we could buy for about 80% of his valuation and that when we had completed some re-letting we would make at least 30% profit. It all went wrong and our initial reaction was that it was our fault for being greedy and getting into bed with the wrong person and becoming involved in a retail deal when our expertise was in offices. 5

6 One of our non-execs said we had to go and see one of the top professional valuers to get his advice on negligences before putting this down to experience. The professional valuer was outraged by the King of Oxford Street s cavalier advice and so we began proceedings. The process of discovery was fascinating. It included King & Co providing details of their marketing. It was extensive and professional. They had approached dozens of potential purchasers. Our agent had offered 25% more than the closest bidder. It s not surprising the insurers eventually made a handsome settlement. 5. My House There is one last case I d like to talk about. My first personal litigation in 59 years. In 2013 we had to move out of our house only twelve months after an eighteen month total gutting, extension and refurbishment which had been carried out for us by a contractor with a reputation for carrying out one or two exceptional projects in Central London each year. We had to move out because as cracks appeared, water oozed in and as floor boards became loose it became clear that important elements of the structure, the water-proofing and the Mechanical and Electrical had been either omitted or mis-specified. Once again we are dealing with insurers as the contract was design and build. Once again we cannot talk to the insurer so a proper negotiated settlement has not been possible. How to avoid litigation So, I imagine you ve got the drift of why I don t like litigation but in a complicated business world where property people routinely have multiple relationships with builders, design consultants, tenants, Local Authorities, lenders and joint venture partners how do you avoid getting into deep water from time to time? Some of you may have heard my close colleague Roger Madelin, last year s Property Week Personality of the Year, set out his three cardinal rules of Business. Bear in mind when I repeat them that Roger trained as a builder not a lawyer. So here they are: 1. No Surprises 2. Don t Take the Piss, and 3. F*** it! They are actually very good rules and I will take a little time to explore each of them. But first I d like to add two more in the same homely language: 4. Don t get into bed with the wrong person, and 6

7 5. Don t leave yourself exposed or at least too exposed 6. Perform your side of the bargain 7. Don t allow it to become personal or at least too personal 8. Share the problem openly with colleagues 9. Get the best legal advice on the merits and de-merits of your position and then do your best to negotiate I m going to start with Don t get into bed with the wrong person. It s often said that good things happen to good people and bad things happen to bad people so the obvious advice is only to work with good people. The problem is, however much we kid ourselves that we are responsible, rational, fair and honest there is a little bit of the devil in all of us so you can never be absolutely sure that a counter-party will be as good as his word. BUT and it is a very important BUT most of us do care about our reputation. We do want to be liked and to be thought to have kept our word or at least only to have broken it in unforeseeable circumstances. BUT BEWARE, there are some people, including some very successful and prominent businessmen who almost take pride and pleasure in being seen to be tough, perhaps even unscrupulous, and to have had the last word. The most egregious example of this type of businessman is illustrated by the following story. In a meeting to agree a settlement he said to me Peter, you are trying to make me feel bad. It just doesn t work with me. I have a fine reputation as an intransigent bastard and I don t intend to lose it for you. I rather like that line but haven t found the courage to use it not yet! Let s go back to Roger Madelin s first rule, No Surprises. His rules were initially refined around construction procurement. He joined Argent from Kyle Stewart, which became HBG and now BAM. Kyle Stewart was one of the first design and build contractors and Roger cut his teeth as a contract manager building Tesco superstores. Tesco was a demanding client who were not going to be understanding about cost or time over-runs or defects. Roger understood that the more thorough your preparation, the more every member of the design team understood the whole project and had bought into it, the less likely there would be surprises along the way. No surprises equals no delays, no budget over-runs, no defects and that equals no disputes, and that equals a happy client and importantly repeat business for everyone involved. This chimed heavily with Argent s approach to the heads of terms for business deals. As exlawyers we have always written our own very detailed Heads of Terms before shaking hands on a deal and instructing lawyers. One of our first deals was to make a television drama for Channel Four s opening season in The drama was an adaptation of a West end play and we were negotiating Heads of Terms with the West End impresario. In the spirit of No surprises we were running through what if scenarios with the Impressario. I can t remember but it might have been What if we win BAFTA awards and we need screen rights as well as TV rights? best to think big. 7

8 The impressario gave what was at one and the same time the most profound and the most idiotic answer. He said At that point the contract will vary itself. We all know that a contract cannot vary itself but we also all know that when you look back at a fifty page contract the one thing it didn t cover was the circumstance that actually arose 12 months after signing, so the parties will probably have to vary it. Be that as it may, the client helped by his advisers really should try and pre-agree answers to contingencies that are not expected so there is no shock when they arise. In property joint ventures the one that is often least thought through is what happens if more money is needed and not every party is still happy to increase their contributions pro rata. So the more you can avoid surprises by thinking ahead, the less likely it is that there will be disappointment, confusion and that sense of betrayal and revenge that makes a problem difficult to resolve without lawyers. So on to Roger s second rule Don t take the piss. I think that s the equivalent to lawyers scattering consent not to be unreasonably withheld or delayed all over a document plus a Good Faith clause. I ve been told dozens of times that the good faith clause isn t worth the ink or the paper but I always insist on having one in Joint Venture documentation because it is something to remind all but the most intransigent bastards that neither party, in Roger s words is meant to be taking the piss. If someone is your partner you should be trying to achieve a reasonable result for them too. It extends to keeping them properly informed and not finding areas of expenditure where they lose and you win. It involves treating others as you would be treated yourself. And if you behave like that and the intransigent bastard on the other side does not, it still gives you two things. First, you can feel good about yourself and second, you have the moral high ground which may not mean much officially in law, but I believe in the power of righteous indignation and avenging angels. There is a power in the saying Don t get mean, get even and the cold determined anger when you have been shafted can often win the day. It scares the other side and it motivates the injured party to put in the effort and cost to get a fair result. So onto Roger s third and last rule F*** it. I interpret this as life s too short, get over it, get on with it. It applies in many circumstances. Outside a dispute there is a certain practical balance between trying to do all the research and analysis about the specification and construction programme upfront and on the other hand not delaying forever and missing the market or the deal. I remember one of the leading Israeli technology entrepreneurs being interviewed and asked why so many of his peer group had been pilots and army officers in elite units. His answer was simple. In a battle situation, you learn to evaluate the factors very quickly and then react without waiting for enough information to have certainty. If you wait for all the facts, he added, you are dead. He then explained that technology 8

9 changes so quickly that if you wait too long to define and refine everything someone else will have grabbed your market. This same approach of getting on with it applies to how you react when things go wrong. You can take time out reviewing the problem, calling for expert reports, apportioning blame, freezing the situation and letting it get irretrievably worse, or you can deal with the situation quickly. The former bureaucratic route is, in my view, more likely to lead to litigation than the latter. In the former you concentrate on explanations and responsibilities which makes everyone defensive and allows the problem to stay unresolved and escalate. In the latter you acknowledge that there is a shared problem and it is in everyone s interest to resolve it quickly and quietly. So we ve covered my first point about with whom you sleep, we ve covered Roger s three points. You will remember I added a fifth Don t leave yourself too exposed. Litigation is to my mind a last resort. It s a big gun and a painful pill. It s not a place you should choose to go lightly. It s why another way of avoiding it is not to be so exposed that the loss a party causes you by their unreasonable, or reckless, or negligent or dishonest actions or just by plain bad luck is so great you or they can t just absorb it and move on. How do we expose ourselves? We put all our eggs in one basket and only use one builder or architect or valuer. We borrow all our money from one lender. We enter into joint venture contracts without a clear decision making tree and where another party has an absolute right to give or withhold consent. We don t take enough references on the people with whom we are working. These are all unattractive risks to take. I hope some of this homely wisdom rings true. FINALLY when you are in a bad situation get the best legal advice so you know quickly the strength or weakness or your case. Thereafter, depending on the identity and character of your counterparty, use all the tools of negotiation, apology, charm, patience and obdurate, stubborn- mindedness to see what you can get. And if you cannot get the other side to see reason by yourself see if a mediator can. Good Luck. 9

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