Helen Galley has acted in a wide range of commercial/contract related disputes including the following:

• Acting for a media company in a claim against a First Class County Cricket Club for breach of contract in relation to work carried out with the benefit of Heritage Lottery Funding
• Acting for purchaser of hotel business in dispute relating to ownership of hotel contents

• Acting for spread betting company in claim for recovery of monies due from customer involving issues of construction of contract and unilateral mistake

• Bellway Homes v Connolly Ltd and Singer & Friedlander Ltd.  Acting, with Stephen Moverley Smith QC on behalf of Connolly Ltd in defending claim and counterclaiming on basis of  fraudulent misrepresentation and unilateral mistake
• Acting for a major plc in the travel industry in connection with a claim for breach of warranty arising out of a contract to purchase a travel agency business
• Acting for the Welsh Development Agency in a match funding case involving fraud
• H MacDonald v G Polaine and anor [2002] LTL 14/2/2002: fraud/unlawful means conspiracy case involving the acquisition of shares in a publishing company.
• Contractual dispute relating to the exploitation of the music of a well known rock band on the internet
• Acting for Major Charles Ingram in his civil claims against Celador/ITV network

Please contact Nicholas Luckman, Senior Practice Manager, for further information on Helen Galley’s experience and availability.

Helen Galley’s experience of company law is extensive and includes: company schemes of arrangement and reduction of capital including the drafting of relevant documentation; drafting articles of association and shareholders’ agreements; derivative actions by minority shareholders; numerous joint venture cases; reductions in capital and share premium account in relation to major group companies. Co author with other members of Chambers of Blackstone’s Guide to the Companies Act 2006

Some of her key cases are as follows:

• Complex derivative claim under Companies Act 2006 by shareholder of holding company in connection with actions taken in relation to subsidiaries (settled 2009).
• Dispute between directors and shareholders of private companies in relation to conduct of one director/majority shareholder (ongoing)
• Graeme Grant v Russell Bragg 2008  and in Court of Appeal 2009 claim for enforcement of alleged agreement to purchase shares in private limited company and breach of fiduciary duty claims
•  Acting with Lawrence Cohen QC for Travelex Plc in connection with breach of warranty claim arising out of the purchase of shares in another substantial company

• Due diligence in relation to takeover of US Entertainment Company by English Company

• Numerous reduction in capital, share premium account,  and restructuring cases
• Acting for a major German company against a US limited partnership in a shareholder’s dispute relating to a UK joint venture
• Gwyer (Colin) & Associates Ltd & Ano’r v London Wharf (Limehouse) Ltd & others [2003] BCC 885 – a derivative action brought by part 20 claim where the part 20 Claimant (for whom Helen acted) sought and obtained a declaration that the directors had acted in breach of fiduciary duty in passing a resolution at a board meeting.
• Acting on behalf of the vendor in the acquisition of a US corporation by a UK company  in consideration of payment in cash and shares of the shares and the sale of shares on the US stock market.  Very tight timetable was involved.
• H MacDonald & Anor v G Polaine & Anor   {2002] LTL 14/2/2002 - a claim relating to a director’s duties to other shareholders in circumstances where he had conspired to induce the claimants to sell shares to himself on the basis of fraudulent misrepresentations by him that there was no other party interested in purchasing them.

Helen has also advised and acted generally in relation to numerous partnership disputes from small commercial partnerships to much larger professional partnerships.   Examples are as follows:

• A dispute in relation to the assets of a partnership set up to operate a nursing home
• A dispute in relation to the activities of one partner in a retail business involving the taking of an account
• The extent of legal and professional privilege in a dispute between doctors in a group practice on the dissolution of the partnership
• Advising in relation to the retirement and dissolution provisions in a partnership deed relating to a major firm of solicitors

·        Acting for Welsh Water in connection with a claim for damage cause to a water main by the developer of a site through which the main passed

·        Claim relating to the quality of stone cladding provided to the RSPB headquarters in Sandy Bedfordshire

·        Claims relating to defective construction including Donnelly & others v Weybridge Construction Limited [2006] EWHC 2678

·        Claim relating to proper costs of ground works relating to a residential development in Wales involving issues of fraudulent overbilling and collusion and breach of fiduciary duty by director of Claimant company.

·        Claim by main contractor against sub contractor relating to negligent carrying out of ground works causing a collapse of walls on the site.

·        Acting on behalf settlor/beneficiary  of Jersey trust in claim against trustees, investment managers and find manager relating to losses incurred  in investment in failed Hedge Fund involving allegations of breaches of fiduciary duty, secret profits etc.  Settled before trial with substantial payment in favour of  settlor/beneficiary

Helen Galley has experience in both corporate and personal insolvency matters together with company administrations and reorganisations involving reductions in capital and share premium accounts (referred to under Company law). She has dealt with many applications for the disqualification of directors following the insolvency of the company on the instructions of both the Secretary of State and of directors.  Some examples of her experience are as follows:

• Numerous recent cases involving insolvency of developers of flats sold off plan and sale of development by receiver appointed by mortgagee or by mortgagee in possession  and effect of sale on contracts for sale of individual flats entered into by developer
• Claims by offshore companies for vesting order in relation to the underlying assets of dissolved companies  which had vested in the Crown Bona vacantia (ongoing)
• Re BPR Limited [1998] BCC 259: disqualification Carecraft procedure
• Secretary of State for Trade & Industry v Blum and anor 5th May 1998: Helen was instructed by Secretary of State and obtained disqualification order for the maximum 15 year period 
• March Estates v Gunmark [1996] 2 BCLC 1: individual voluntary arrangement – affect on the assignee of a lease and the lessor.
• Transag Haulage ltd v Leyland Daf Finance plc & Anor [1994] BCC 356: Relief against forfeiture under a hire purchase/vehicle leasing agreement

Helen has advised and acted generally in relation to numerous partnership disputes from small commercial partnerships to much larger professional partnerships.   Examples are as follows:

• Dispute relating to the basis of valuation of partnership share in a major farming partnership
• Dispute relating to the disclosure f advice given by former partnership solicitor to the defendant partners in relation to a claim by one partner
• Disputes relating to joint ventures for development of properties.
• A dispute in relation to the assets of a partnership set up to operate a nursing home
• A dispute in relation to the activities of one partner in a retail business involving the taking of an account
• The extent of legal and professional privilege in a dispute between doctors in a group practice on the dissolution of the partnership
• Advising in relation to the retirement and dissolution provisions in a partnership deed relating to a major firm of solicitors

Helen has acted in many claims against professionals arising out of transactions in the main areas of her practice including conveyancing, landlord and tenant, real property generally and trusts and estates.

Helen is a member of the Property Bar Association and a substantial proportion of her practice is property related

Landlord and Tenant Law
Helen has extensive expertise in both contentious and non-contentious issues ranging from small scale residential disputes to multi million pound commercial developments in the City of London including:

• Calus v Hollyberry Limited Claim by tenant in relation to breaches of repairing covenant

• Advising in connection with rent review on a date centre in the City of London

• LVT claims for permission to issue section 146 notice in relation to breaches of covenant
• Commercial lettings and business tenancies, renewals and termination pursuant to Part II Landlord and Tenant Act 1954
• Rent review  
• Leasehold enfranchisement
• Rights of first refusal pursuant to Landlord and Tenant Act 1987
• Residential lettings cases under both the Rent Acts and Housing Act 1988
• Enforcement and variation of leasehold covenants

Important cases and advice have included:

• Advising in and drafting applications for enfranchisement and extensions of long leases against the major London freehold estates and institutional freeholders
• Drafting of leases for use in large scale commercial developments
• Advising and acting on behalf of both landlords and tenants in rent review cases relating to high value London and provincial premises
• Advising and acting on behalf of property developers in change of use cases relating to commercial premises
• Dior v Osborn (CA) - acted for successful respondent to appeal in case relating to validity of notices served pursuant to Housing Act 1988
• Advised and acted in numerous forfeiture and relief from forfeiture cases for both landlords and tenants
• Advising purchasers of freehold and long leasehold interests in high value property in London on whether rights of first refusal applied to the transactions – the case turned on the definition of “the building”

Freehold Property

Helen’s experience covers:

• Conveyancing and title matters including notices to complete as well as vendor and purchaser applications
• Freehold covenants enforcement, variation and release, including applications to the Lands Tribunal
• Mortgages and related issues including assignment of charges, priority and subrogation

Important cases and advice have included:

• Acting with Alan Steinfeld QC at first instance and alone in forthcoming appeal to Court of Appeal in case of Baxter v Mannion – adverse possession under 2002 Land Registration Act.
• Numerous  ongoing claims relating to construction of flat developments sold off plan involving one or more of the following issues:  delay in construction and effect on enforceability of contracts; variations to specification, layout and/or size; defects in construction; NHB cover for deposits 

• Effect of enforcement of first charge over freehold interest by developer’s mortgagee on agreements for lease of individual units and on sub purchasers’ contracts

• Party wall litigation relating to a flat in Nottingham constructed without building regulation approval

• Hayes v Hayes CLCC 2008 Claim to set aside transfer of property by 95 year old father to son and daughter based on undue influence and misrepresentation.
• Donnelly & others v Weybridge Construction Ltd and others [2006] EWHC 348 (TCC) vacation of unilateral notices entered by purchasers to protect deposits paid to permit sale of development where proceeds of sale would only repay first charge
• Donnelly  and others v Weybridge Construction Limited [2006] EWHC 2678 (TCC) Ramsey J Whether developer entitled to serve notices to complete, whether development constructed in accordance with specification, whether variations permitted by contract, whether defects in construction excused purchasers from completing.
• Advising a property developer on acquisition of charges
• Advising a property developers in connection with easements
• Drafting and advising in connection with construction and effect of option agreements
• Advising in relation to rights of pre emption
• Conditional contract cases involving overage and ransom strips
• Obtaining the release of a covenant relating to density of development on a site in Sheffield
• Drafting “put” and “call” options in relation to development land for a property company
• Party wall cases
• Overflying licences and other development issues
• Advising in relation to rights of support
• Numerous boundary and easement disputes most of which have been resolved satisfactorily either at trial or by negotiation for the lay client

Trusts

Helen Galley has a particular interest and wide experience in trust issues.  She was a major contributor to the 2001/2002 reissues of volumes 40(1) and 40(2) of the Encyclopaedia of Forms and Precedent – Trusts and Settlements which were substantially rewritten to take account of the Trustee Act 2000 and other recent legislation.

Helen  advises in relation and drafts trust deeds , deeds of appointment, deeds of advancement etc.

She is a member of The Society of Trust & Estates Practitioners, The Association of Contentious Trusts and Probate Specialists and The Chancery Bar Association.

Helen has acted and advised in many trust disputes including:

• Hostile claims to trust assets
• Offshore trusts
• Constructive trusts relating to freehold property and has particular experience in cases with an international element and which raise issues of conflict of laws.

Important cases include:

• Acting in relation to proprietary estoppel claim by widow of deceased partner in farming partnership claiming to be entitled to the right to reside in a house owned by the partnership for the remainder of her life
• Claim to set aside transfer of property based on undue influence (ongoing).
• Acting in a claim by an farm worker to a farming tenancy by reason of an alleged proprietary estoppel.
• Advising in connection with the validity of an offshore trust and its effect on the estate of the deceased settlor who died resident in Spain with assets in England.
• Hostile claim to the shares in a US Pharmaceutical corporation held by a family trust
• Acting for a family in a breach of trust claim relating to shares in international corporations located in South Africa and Ireland
• Acting in a claim for professional negligence/breach of fiduciary duty arising out of tax avoidance scheme involving the setting up and operation of offshore trust vehicles
• Acting in a claim for breach of fiduciary duty against trustees of a discretionary trust located in the Channel Islands
• Acting for life tenant of a trust in seeking an order for sale of the trust property where the claim was resisted by the reversionary beneficiary on the grounds of his and his partner’s adverse possession.
• Randall v Randall [2005] W&TLR 119 – lifetime gifts of real property, presumption of undue influence, rebuttal of presumption

Probate Wills and Estates

Helen has acted in many contentious and non-contentious probate cases including claims in the Court of Protection.  She has extensive experience of claim pursuant to the Inheritance (Provision for Family and Dependents) Act 1975.  She also drafts trusts deeds and ancillary documentation, wills and post-death deeds of variation for Inheritance Tax planning purposes. 

Important cases include:

• Advising executors in connection with the administration of a very large estate and claims brought by adult children with no fixed interest under the Will.
• Acting on behalf of national charity in a claim that assets were given to the Claimant by the deceased by way of donatio mortis causa
• Acting in behalf of national charity in claim relating to the construction and for rectification of a Will conferring right to reside on deceased’s son and an option to purchase on third parties
• Acting in an appeal to Court of Protection against decision at first instance to authorise a statutory codicil in a particular form.
• Advising in connection with the proper construction of a Will where the testator left half her residuary estate to a political party which no longer existed at the date of death in its form at the date of the Will.
• Drafting post death deed of variation to give effect to a settlement of a probate dispute.
• Acting on behalf of executor in action to remove and replace her and co executor.
• Advising Scottish executors in connection with a claim against the estate arising out of deceased’s alleged beaches of joint venture agreement.
• Re Dorman deceased [1994] 1 WLR 282 – acting on behalf of the successful party in the first reported case on ademption of legacies since 1949
• Acting for a member of the aristocracy in connection with the acquisition of his family seat held in trust and charged to a major bank
• Re: Murphy deceased, Dalton v Latham and others [2003] WTLR 687 - acting on behalf of relatives of deceased entitled on intestacy in successfully resisting claim by the deceased’s former homosexual partner, who had been convicted of manslaughter of the deceased, for relief from the effect of the Forfeiture Act 1982
• Acting for the executor of deceased’s estate and beneficiary of lifetime gifts in claim by beneficiary under a will to set aside lifetime gifts on the basis, inter alia, of presumed undue influence.
• Acting in a construction case relating to wills of a Uruguayan national who died domiciled in England but with real and personal property in Uruguay.  This also utilised Helen’s property expertise.
• Court of Protection cases involving enduring powers of attorney, applications for statutory wills and life-time gifts out of the assets of mentally incapable persons
• Claim for breach of trust/breach of fiduciary duty against trustees of an offshore settlement and for breach of fiduciary duty against a financial adviser on behalf of the settlor and principal beneficiary of the trust.  This was successfully resolved by mediation
• Claim for breach of trust/fiduciary duty against the trustees of a trust and also for breach of duty against professional advisers arising out of the losses suffered by the trust by a failed attempt to export the same