The Lawyer’s Top 10 appeals of 2025 – Philip Rainey KC, Marc Glover, Andrew Martin and Sami Allan appear in the important new Supreme Court decision on equitable compensation and vendor’s liens.

The Supreme Court handed down judgment in Mitchell v Al Jaber [2025] UKSC 43 on Monday 24 November 2025. Phillip Rainey KC, Marc Glover, Andrew Martin and Sami Allan appeared on behalf Sheikh Mohamed Bin Issa Al Jaber “(the Sheikh”), who had been represented by other counsel in the High Court and Court of Appeal.

The case concerned a transfer of shares (“the Shares”) in 2016 out of the ownership a BVI company (“the Company”) in which the Sheikh had been a director, and which went into liquidation in 2011. As a result of BVI law, the Sheikh remained a director of the Company following its liquidation, albeit he had been divested of all of his powers. In 2017, the transferred shares lost their value as a result of an asset and liability transfer out of the company that had issued the shares.

A claim was therefore brought by the liquidators of the now insolvent Company against the Sheikh for a finding of breach of fiduciary duty in relation to his involvement in the share transfer, and equitable compensation. The liquidators succeeded at trial, but that result was overturned by the Court of Appeal in relation to equitable compensation.

In the Supreme Court, the questions to be decided were (1) did the Sheikh owe the Company fiduciary duties in 2016 when he no longer had any director powers; (2) were the shares subject to an unpaid vendor’s lien, and (3) did the 2017 asset and liability transfer mean that the liquidators were entitled to no equitable compensation, because the shares would have been denuded of value before the liquidator might have realised them, if the shares had remained with the Company.

In reaching its decision the Supreme Court relied upon matters that the Sheikh had not pleaded or argued in the High Court and Court of Appeal.  On issues (1) and (2), the Supreme Court upheld the reasoning of the trial judge and Court of Appeal. However, on issue (3), the Supreme Court overturned the reasoning of Newey LJ on the basis that the burden of proof had been on the Sheikh (which he had failed to address in the High Court)  to show that the 2017 asset and liability transfer had rendered the shares valueless, and that it would have happened in the “real world” but for the share transfer in 2016.  In this regard, the Supreme Court have expanded on the approach to counter-factuals as set out in the House of Lords decision in Targett v Redfern and the Supreme Court decision in AIB v Redler.