Professions and financial lines brief: latest decisions July 2025

A roundup of the latest court decisions touching on the following issues:

• The expanded duty to developers under the Building Safety and Defective Premises Acts
• Stamp duty land tax overpayment relief and deadlines
• Passive investor claims
• The fiduciary nature of the “no-profit” rule

The Supreme Court confirms the expansive scope of the duty of care owed to developers under the Defective Premises Act 1972 (DPA) and the Building Safety Act 2022 (BSA)

URS Corporation Ltd v BDW Trading Ltd [21 May 2025]

The Supreme Court recently dismissed this appeal on all grounds and re-confirmed the Court of Appeal’s decision that developers may be owed duties under the BSA and the DPA.

BDW, a developer, engaged URS to provide structural engineering services for two developments. Post-Grenfell, BDW discovered various structural defects, and despite not receiving any claims or threats of claims from third parties, BDW carried out extensive remediation and sought to recover costs from URS in negligence.

URS challenged the claim, arguing that BDW’s voluntary actions broke the chain of causation and that the losses fell outside the scope of URS’s duty. The Supreme Court held that professionals like URS can owe a continuing duty of care to developers, even after the sale of the property. Notably, it found that voluntary remediation, especially where done to protect safety or reputation, can be a foreseeable and recoverable loss.

The court also considered the DPA in light of the BSA. It confirmed that Section 135 of the BSA, which retrospectively extends the limitation period for DPA claims to 30 years, applies to cases involving corporate developers like BDW. This has the potential to revive claims long thought to be time-barred, and ultimately opens the door for developers to seek recovery for historic construction defects.

The decision is welcome news for developers who are able to carry out remedial works to address damage for which they and another party are both liable. They can then claim contribution from the other party for the costs of those works, even in the absence of any claim against them and after the properties have been sold. Consequently, this widens the scope of liability for construction professionals and their insurers.

The judgment also suggests an expectation that insurers should re-evaluate risk appetite for construction consultants, ensuring a fair and reasonable allocation of the risk of incurring losses in carrying out remediation works to unsafe properties.

Authors: Mya Wilhelm and Fleur Rochester

Related item: Reassurance for developers: breaking down the Supreme Court’s decision in URS v BDW

SDLT Deadlines: The impact for Solicitors and Accountants following Candy v HMRC

Christian Candy v HMRC [15.04.25]

This First-tier Tribunal (“FTT”) decision provides important guidance on Stamp Duty Land Tax (SDLT) overpayment relief and related deadlines for solicitors and accountants involved in property transactions.

Mr Candy transferred a property to his brother shortly after purchasing it, triggering an SDLT liability of £1.92 million. He later applied for a refund, arguing that the same tax had been paid twice on what was effectively one transaction. However, his claim came after the standard 12-month amendment period for SDLT returns and HMRC rejected it.

Mr Candy relied on Paragraph 34 Schedule 10 of the Finance Act 2003, which allows overpayment relief within four years of the transaction date. HMRC rejected the claim on the basis that the one-year limit in Paragraph 4 of Schedule 11 was exclusive and that Paragraph 34 was not intended to apply in circumstances where relief could be claimed elsewhere.

The Tribunal overturned the original decision and found in favour of Mr Candy. It held that overpayment relief under Paragraph 34 could still apply in cases where other statutory mechanisms were no longer available. The Tribunal confirmed that this provision acts as a “last resort” where no other effective remedy remains.

The decision carries practical consequences for solicitors and accountants advising on SDLT. It underscores the need to inform clients not only of standard deadlines but also of the potential extended relief periods. The judgment may also prompt advisers to revisit transactions completed within the past four years to assess whether overpayment relief could be available in cases previously considered out of time.

While the ruling may be subject to appeal, it nevertheless highlights the importance of proactive and comprehensive client advice. Ultimately, while Candy does not dramatically change the SDLT landscape, it is a timely reminder for advisers to ensure that internal guidance is updated accordingly and that clients are made aware of the potential opportunity for relief.

Authors: Rachel Grier and Matt Deaville

Related item: SDLT Deadlines: The impact for Solicitors and Accountants following Candy v HMRC

High Court Refuses to Strike Out Securities Claim Based on Price/Market Reliance and Dishonest Delay

Persons Identified in Schedule 1 v Standard Chartered PLC [25.03.25]

Here, the High Court refused to strike out or grant reverse summary judgment on s.90A and Sch.10A FSMA claims brought by “passive” investors against Standard Chartered Plc (Standard), marking a departure from the approach adopted in the earlier decision in Allianz Funds Multi-Strategy Trust & ors v Barclays Plc [2024].

The claims against Standard arise from alleged corporate misconduct. The claimants allege they invested in Standard in reliance on untrue or misleading information and suffered loss as a result of these misleading statements, omissions in Standard’s published information and dishonest delay in publishing information. Standard denies any liability under FSMA.

Barclays plc recently faced a similar action under s.90A FSMA (Barclays), in which the High Court granted reverse summary judgment, dismissing claims based on (1) price/market reliance (i.e., reliance on the market price of Barclays’ shares without the need for plaintiffs to prove individual reliance on misleading statements (Common Reliance Claims)) and (2) dishonest delay in publication (Delay Claims).

Following the Barclays judgment, Standard applied for strike out and/or reverse judgment on similar grounds. 

Mr Justice Green declined to follow the approach in Barclays and refused to strike out or grant reverse summary judgment on either the Common Reliance Claims or the Delay Claims. He held that the legal test for reliance under s.90A FSMA is a developing area of law which remains unsettled and therefore should be determined at trial on a full evidential basis. While Mr Justice Green acknowledged the challenges facing passive investor claims, he found the issues arguable and appropriate for trial. The Delay Claims also raised novel legal points, including whether it is necessary for the issuer to publish corrective information for such claims to proceed. Mr Justice Green held that these arguments should also be tested based on full evidence at trial.

This decision leaves key questions around reliance and dishonest delay under s.90A unresolved. While defendants may seek to rely on Barclays, the complexity of these cases, combined with the court’s broad discretion over case management, adds to the uncertainty surrounding these claims. 

Authors: Lydia Henke and Jennifer Kusiak

Supreme Court reaffirms strict “no-profit” rule: Rukhadze confirms uncompromising fiduciary standards for D&Os”

Rukhadze and others v Recovery Partners GP Ltd and another [09.03.25]

In a unanimous judgment, the Supreme Court has reaffirmed the inflexible nature of the fiduciary “no-profit rule,” sending a clear message that equitable principles will not bend to commercial convenience. While the ruling does not alter existing law, it shuts the door firmly on attempts to dilute fiduciary accountability through arguments based on fairness, causation, or modern business practice, a development that sharpens legal risk for fiduciaries and their insurers.

A dispute arose when directors, after resigning from Recovery Partners, pursued a business opportunity they had developed while fiduciaries. The High Court and Court of Appeal found that they had breached their fiduciary duties and ordered them to account for all profits primarily under the established “no-profit rule” (fiduciaries must not profit from their position without informed consent).

On appeal, the appellants sought to modernise the doctrine, arguing that the obligation to disgorge profits was outdated and unduly punitive. They contended that fiduciaries should not be liable where they would have obtained the benefit regardless of their prior position, and that a causation-based or fairness-driven approach was more appropriate in today’s commercial environment.

The Supreme Court unanimously rejected these arguments. It held that:

• The duty to account for profits is essential to preserving fiduciary loyalty.
• The no-profit rule is not a remedy for wrongdoing, but a strict deterrent designed to prevent fiduciaries from exploiting their position for personal gain.
• Liability under the rule does not depend on causation or intention - profits must be disgorged even if the fiduciary could have earned them independently.
• There was no compelling justification for departing from this longstanding and well-settled equitable doctrine.

While the decision does not alter the legal position, it conclusively shuts down attempts to soften the strict application of fiduciary accountability through fairness, causation or commercial arguments. The court made clear that fiduciary duties are absolute, not context-sensitive. They may continue to apply post-resignation where the opportunity in question was linked to the former fiduciary role. Importantly, unauthorised profits must be surrendered regardless of whether the principal suffered any loss or would have pursued the opportunity themselves.

For D&O insurers, the decision raises several concerns. It increases exposure under D&O policies for breach of duty claims that are based purely on unauthorised profit, even where no loss has been suffered and there is a lack of causation. Such claims may fall outside the scope of indemnity where policy terms include “profit exclusions” or where the definition of “loss” does not encompass disgorgement. The ruling also places greater reliance on Side A cover in cases where company indemnification is unavailable or unlawful. More broadly, it presents challenges for underwriting and policy drafting, particularly in relation to conduct exclusions and the insurability of disgorgement-based remedies.

Authors: Gabriella Piccioni and Rekha Cooke