Francis has a broad commercial chancery and arbitration practice, with a particular emphasis on private international law, private client, contentious trusts, probate, and shipping law. He acts in a wide range of commercial and trusts disputes, with experience including led and unled work, in county court and high court litigation, ad hoc and institutional arbitrations. Francis is familiar with all major international arbitration rules including: LCIA, DIFC-LCIA, ICC, UNCITRAL, SIAC, HKIAC, the Swiss Arbitration Rules, and LMAA rules. He is also a registered practitioner in the DIFC Courts in Dubai.
Francis has experience of numerous other areas of law including; professional negligence disputes; competition law; the law of unjust enrichment and restitution, trusts, and conflict of laws issues.
Prior to joining 36 Stone Francis spent three years at the world-leading international arbitration practice of WilmerHale, where he worked on a range of high value, complex commercial arbitrations. This included a US$1 billion civil fraud claim relating to the manufacture of potentially toxic baby-milk formula, and a US$900m price-review arbitration relating a 20-year LNG supply contract. During this time Francis worked closely with some of the world’s leading arbitration practitioners, including Gary Born and Franz Schwarz. Prior to joining WilmerHale Francis worked at a leading international shipping firm after completing pupillage at 7 King’s Bench Walk.
Commercial Litigation and Arbitration
Francis has extensive experience of commercial litigation and international arbitration. Francis is familiar with both English High Court and County Court procedure as well as most major arbitration rules including: LCIA, ICC, UNCITRAL, SIAC, HKIAC, LMAA, and the Swiss Arbitration Rules.
Francis’s notable experience includes:
- acting as sole counsel in a Dubai-based international arbitration under the DIFC-LCIA rules, relating to the sale and purchase of a wealth management company based in the UAE.
- Treefrog v (1) John Gillespie (2) Giorgio Vallesi. Acting as sole counsel in DIFC Court litigation concerning a failed joint venture, governed by English law. The case involves questions of the validity of loan deeds, constructive, resulting and Quistclose trust, and unjust enrichment. The claim has now settled very favourably towards the client.
- drafting a complex opinion for a US$ 2.7million claim relating to the contracts for the sale and purchase of high sulphur fuel oil from a refinery in Lithuania.
- acting as sole counsel in a three-day trial relating to an oral contract between sophisticated investors for the sale of the beneficial interest in shares in a property-development company. The case primarily involved questions of: (1) contract; and (2) breach of trust.
- acting as junior counsel in a s.68 challenge and ancillary proceedings in relation to a US$14m arbitral award.
- acting as junior counsel on a behalf of a Claimant seeking an injunction in relation to the putative wrongful termination of a concession agreement for the provision of a beauty salon in one of London’s most famous department stores. The case primarily concerns the law of misrepresentation of intentions;
- advising on: (1) whether two contracts governed by Malaysian law could be enforced in England & Wales without a Malaysian court judgment; and (2) if so could the Defendant apply to set aside the registration of those judgments in the English courts. Question ‘1’ turned on whether the contracts contained exclusive jurisdiction clauses; question ‘2’ turned on an analysis of Pt II of the Administration of Justice Act 1920, CPR 40.8A and CPR 83.7.
- a billion-dollar ICC arbitration, defending an LNG merchant from a price review request brought by a supplier under a long-term supply contract. The case relied heavily on the correct interpretation of the relevant price review clause. It also involved questions of competition law, specifically whether an adjustment to the price under the contract would breach Article 101 TFEU by segmenting the European single market, through the introduction of a dual-pricing mechanism;
- in the same field of oil & gas, Francis has worked on US$60million claim relating to damage to a North-Sea oil rig, by rising metaocean ceiling. The case turned on a dispute over the allocation of liability between the contractor and the purchaser of the rig for required upgrades;
- Francis acted as part of a team of co-counsel on behalf of a claimant pharmaceutical company in relation to a potential joint venture agreement, in an ICC arbitration. The case involved contractual claims for breach of confidence and exclusivity under a Memorandum of Collaboration, as well as non-contractual claims for negligence, fraud and unjust enrichment;
- research for a US$100million case, Republic of Djibouti v Mr Abdourahman Mohamed Mahmoud Boreh, pertaining to Mr Boreh’s alleged tax evasion, his alleged support of a Somalian warlord and issues of sovereign immunity;
- during pupillage Francis worked on one of the largest cases in the High Court that year, Excalibur v Gulf Keystone Petroleum Limited. The case concerned an alleged joint venture agreement between the two disputing parties over a highly profitable oil concession in Kurdistan, Northern Iraq. The claimant claimed to have been unfairly cut out from the joint venture, between the Defendant and the Kurdistan Regional Government (“KRG”), having introduced the Respondent to the ruling members of the KRG.
Francis is regularly instructed in cases involving breaches of directors’ duties, minority shareholder disputes and issues of corporate governance.
Notable cases include:
Francis is currently acting as sole counsel in a Dubai-based international arbitration under the DIFC-LCIA rules, relating to the sale and purchase of a wealth management company based in the UAE. The case includes a cross-claim for breaches of various fiduciary duties and professional negligence by a director, including having an undisclosed conflict of interest in the proposed sale of the company.
Private Client, Trusts and Probate
Francis is regularly instructed across a wide range of traditional and commercial chancery work. This includes: probate disputes, administration of estates, contentious trusts matters (both onshore and offshore) such as:
- Applications to remove trustees, directors and/or executors for allegations of breach of fiduciary duty and/or fraud;
- Inheritance disputes, including under the Inheritance Act 1975;
- Disputes under the Trustees of Land and Appointment of Trustees Act (“TOLATA”) disputes;
- Contentious probate (including contesting the validity of wills);
- Commercial disputes with a trust element;
- Claims for rectification of deeds;
- Claims under the Inheritance (Provision for Family and Dependants) Act 1975
Notable cases include:
Advising on the interpretation of a revised will, involving the disposition of a controlling shareholding in a national newspaper to a foundation and not to the original heir; whether the will was valid; whether that disposition was legal pursuant to local statutory law and/or the Memorandum & Articles of Association of that newspaper; whether the number of shares transferred was accurate; whether the proposed disposition was void ab initio.
Treefrog v (1) John Gillespie (2) Giorgio Vallesi. Acting as sole counsel in DIFC Court litigation concerning a failed joint venture, governed by English law. The case involves questions of the validity of loan deeds, constructive, resulting and Quistclose trust, and unjust enrichment.
Ladjevardi v Nikkhah. Acting as sole counsel in a three-day trial relating to an oral contract between sophisticated investors for the sale of the beneficial interest in shares in a property-development company. The case primarily involved questions of: (1) contract; and (2) breach of trust.
Niaz Ahmad Rafique & Others -v- Blumarble Property Ltd. Francis acted in a claim against a charitable trust for a £2m case concerning a securitized bridging loan, which was guaranteed by two of the school’s trustees. The case concerned questions relating to: (1) trustees’ want of authority; (2) solicitors’ want of authority; (3) the Charities Act; (4) solicitor’s negligence; (5) constructive trusts; (5) Quistclose trusts; (6) fraudulent and negligent misrepresentation; (7) negligent misstatement.
Shipping, International Trade & Commodities
Francis’s shipping law experience includes bareboat, time and voyage-charterparty disputes (including late/early redelivery, laytime/demurrage disputes; NOR issues; and bunker disputes); cargo claims (including transhipment issues); and shipbuilding and/or insolvency disputes. Francis has worked with all the major charterparty and bills of lading standard forms including, among others: Gencon, Congenbill, NYPE, Synacomex, Supplytime, Tankervoy, and Towcon forms.
Francis’s experience includes, among others:
- Cargo claims:
- drafting a defence to an EUR82,000 claim in relation to a high court dispute concerning the spoilage of a large cargo of blueberries during transit from Chile to Rotterdam.
- drafting claim submissions for an ad hoc arbitration of a US$ 165,000 claim for damage to rice cargo (mould, shortages, tearing of bags and empty bags) carried from India to Liberia, pursuant to Congenbill 1994 bills of lading, incorporating the terms of an amended GENCON Charter-Party plus additional riders;
- drafting a claim issued in the English High Court for a declaration of non-liability in relation to a contract for multimodal carriage (road and sea) of pork products from Spain to China. The Defendant contractor alleged the pork products had been damaged by a sub-contractor responsible for the sea leg of the journey and that the sub-contractor was therefore liable for c.£ 101,000;
- drafting claim submissions for an ad hoc arbitration of a US$ 93,000 claim for loss and/or damage to rice cargo carried from Bangkok to Angola, pursuant to Congenbill 1994 bills of lading, incorporating the terms of an NYPE 93 Charter Party;
- drafting claim submissions for an ad hoc arbitration of a US$ 139,000 claim for shortages and tearing of bags of rice cargo carried from Kakinda to Liberia, pursuant to Congenbill 1994 bills of lading, incorporating the terms of an amended GENCOM charter-party terms plus additional riders;
- drafting claim submissions for an ad hoc arbitration of a US$ 29,000 claim for shortages and tearing of bags of rice cargo carried from Pakistan to the Ivory Coast, pursuant to Congenbill 1994 bills of lading, incorporating the terms of an amended SYNACOMEX 90 form plus additional riders;
- advising on whether owners were liable for damage to rice cargo caused by mould during transit, due to a failure to make the vessel’s holds cargoworthy; or, conversely, whether charterer’s choice of route through hotter climes negatived owners’ liability.
- Drafting eighteen separate opinions on a Defendant Korean shipbuilder’s potential liability for repudiatory breach of eighteen separate contracts, on the basis of its insolvency. This included questions regarding the enforceability of ipso facto clauses and the law regarding the impossibility of performance (a sub-species of repudiation);
- Charter-Party disputes:
- In December 2018, Francis drafted claim submissions for a USD1.95m claim relating to the unseaworthiness of a vessel under a voyage-charter. The case involved questions regarding: (1) recoverable damages under the second limb of Hadley v Baxendale; (2) the law regarding penalty clauses; (3) the inter-relationship between an underlying sale contract and the voyage-charter.
- In October 2018, Francis advised on whether time-charterers had given legitimate orders to the master of a vessel, so that the vessel could complete the orders and meet its redelivery window in time.
- In April 2018, Francis was led by Elizabeth Blackburn QC in a successful application to the High Court under s.24 of the Arbitration Act 1996 to remove the arbitrator in the case on the basis of apparent bias. Such applications are rarely successful and the win marks a significant triumph for chambers and the team as a whole. The underlying dispute related to a dispute over breach of a charterparty;
- an advice on whether a contract governed by English law between charterer and owner of a vessel stipulated which party was required to pay a new tax levied by the People’s Republic of China;
- an advice on whether receivers (purchasers), charterers (sellers) or shipowners were responsible for port tariffs levied against ammonium sulphate imported to Lobito, Angola. The Charter Party – which was on a Synacomex 90 form provided that all charges against cargo were for Charterers’ account. Accordingly, prima facie charterers were liable for the import tariffs. The contract between the receivers and charterers was on a “LINER OUT” basis (i.e. the cost of discharge is included in the freight). Prima facie this kept liability with charterers for the tariffs. However, as the receivers had agreed to follow the outcome of the dispute between charterers and owners, they were estopped from denying liability.
- Drafting an opinion on whether Notice of Readiness had ever been properly given and whether demurrage could be claimed.
Francis has detailed experience of civil fraud cases, including a complex, billion-dollar international arbitration, relating to the manufacture of potentially toxic baby milk-formula. The claim related to a supplier’s alleged and continuing fraudulent misrepresentations that base powder for the manufacture of baby milk formula was safe, despite internal concerns it may concern toxic anaerobic bacteria.
Francis has recently drafted a complex opinion for a £2m fraud and negligence High Court claim concerning a securitized bridging loan provided to a charitable trust, which was guaranteed by two of the trustees. The case concerned questions relating to: (1) trustees’ want of authority; (2) solicitors’ want of authority; (3) the Charities Act; (4) solicitor’s negligence; (5) constructive trusts; (5) Quistclose trusts; (6) fraudulent and negligent misrepresentation; (7) negligent misstatement.
Insurance and Reinsurance
Francis has experience of insurance and reinsurance disputes, and is familiar with the new Insurance Act 2015 and relevant caselaw; this includes questions relating to breach of warranty, and the new duty of fair presentation. Francis has acted on a number of insurance disputes, including advising a company on the material differences between the state of English law, pre-the new Insurance Act 2015 and subsequently; and advising a defendant reinsurer on its liability for physical breach of a waste facility located on a river in the US and subsequent downstream flooding and damage.
Francis has a growing practice in regulatory disputes. His experience includes a complex, billion-dollar international arbitration, relating to the manufacture of potentially toxic baby milk-formula. The case provided the opportunity to gain a forensic understanding of relevant Australian and New Zealand manufacturing and export regulations.
Francis is also familiar with the Data Protection Act 2018 (DPA) and the European General Data Protection Regulation (GDPR). Indeed, he has recently advised on the legality of installing facial recognition cameras in premises for the purposes of the prevention and detection of criminal activity in commercial premises.