LESTER ALDRIDGE LLP

Decision - Agreement

Outcome: Regulatory settlement agreement

Outcome date: 31 August 2021

Published date: 6 September 2021

Firm details

No detail provided:

Outcome details

This outcome was reached by agreement.

Decision details

1. Agreed outcome

1.1 Lester Aldridge LLP (the Firm), a recognised body, agrees to the following outcome to the investigation of its conduct by the Solicitors Regulation Authority (SRA):

1. it ts rebuked
2. to the publication of this agreement
3. it will pay the costs of the investigation of £1,350 (shared with Stephanie Adams).

Reasons/basis

2. Summary of Facts

2.1 On 9 April 2018, Miss Stephanie Adams left her previous employer Matthew & Matthew Limited and joined the Firm as a member.

2.2 While working at Matthew & Matthew Limited, Miss Adams had represented a group of property developers (“C Group”), the director of which was Mr M. She brought these clients with her to the Firm at Mr M’s request. Miss Adams was the lead fee earner for all work that the Firm conducted for the companies within C Group as detailed further below.

2.3 C Group was made up of CLS Ltd (a holding company) and a series of special purpose vehicle (SPV) companies. Companies House records show that CLS Ltd was a director and held significant control of each of the SPVs. Mr M was the sole director and held significant control of CLS Ltd.

2.4 Each SPV company was formed as a distinct legal entity to act as the developer and seller of a particular building project. The SPV would purchase a disused property for the purpose of renovating it into a care home. The Firm represented the SPVs in respect of four property purchases. The client in each purchase was the specific SPV buying that property, and not the wider C Group.

2.5 The Firm also represented the SPVs in the sale of individual studios within the care homes, which took place before the renovation work was completed.

2.6 The Firm represented 10 SPVs in the sale of 243 care home studios across their 10 developments. Again, the client for each sale was the specific SPV that owned the property and was selling the studio, not the wider C Group. Miss Adams had conduct or oversight of each of the studio sales and the Firm received a total of £21,658,564.70 in completion monies into its client account from the buyers.

2.7 The Firm’s client for the sale of each studio was the specific SPV that owned the relevant development. The completion monies that were paid into the firm’s client account from each sale should have been sent to the specific client SPV.

2.8 However, none of the completion monies were paid to the SPV that was selling the unit. Instead, on Mr M’s instructions, the funds were sent to either the holding company C Group Ltd or transferred to the ledger of another SPV to be used for the purchase of that SPV’s development site. Neither the holding company nor the other SPV was a party to the underlying legal transaction (ie the studio sale) for which the Firm had received the client money. The purchase of the other SPV’s development site created a new legal transaction that was unrelated to the earlier development’s studio sales.

2.9 The Firm stopped acting for C Group in April 2019. Several of the developments were not completed, and only some of them were ever operated as a care home. Each of the companies in C Group (including the SPVs, the holding company and other companies in the group such as sales agents) has now gone into either administration or liquidation.

3. Admissions

3.1 Lester Aldridge LLP makes the following admissions which the SRA accepts:

1. By receiving client money representing the purchase monies from property sales (the underlying legal transactions) and releasing those funds to a third party which was not connected with the underlying legal transactions although it was part of the same corporate group, Lester Aldridge LLP has breached Rule 14.5 of the SRA Accounts Rules 2011.
2. By receiving client money representing the purchase monies from property sales (the underlying legal transactions) and transferring those funds to the ledgers of other clients which were not connected with the underlying legal transactions although again they were all part of the same corporate group, Lester Aldridge LLP has breached Rule 14.5 of the SRA Accounts Rules 2011.

4. Why a written rebuke is an appropriate outcome

4.1 The SRA’s Enforcement Strategy sets out its approach to the use of its enforcement powers where there has been a failure to meet its standards or requirements.

4.2 When considering the appropriate sanctions and controls in this matter, the SRA has taken into account the admissions made by Lester Aldridge LLP and the following mitigation which it has put forward:

1. the Firm was acting on the instructions of the ultimate beneficial owner of the client SPV companies
2. the funds were released to, or transferred to the ledgers of, other companies within the same corporate group as the client SPV companies
3. the Firm retained an accurate and proper record of the transfers and so was able to assist the administrators and liquidators of the companies in C Group in tracing those funds for the companies’ creditors.

4.3 The SRA considers that a written rebuke is the appropriate outcome because:

1. The amount of money that passed through the Firm’s client account in breach of Rule 14.5 of the SRA Accounts Rules is significant, and as such had the potential to cause lasting harm to the buyers. However, the impact was reduced by the Firm’s cooperation with the C Group’s administrators.
2. The Firm relied on Miss Adams’ experience and as such did not take sufficient steps to ensure that her work was compliant with Rule 14.5 of the Accounts Rules.
3. The SRA is satisfied that the Firm has a clear understanding of its obligations with respect to Rule 14.5 as a result of this investigation and that the risk of repetition is therefore low.
4. Given the amount of money involved in these transactions, some public sanction is necessary to uphold public confidence in the delivery of legal services.

Other information

5. Publication

5.1 The SRA considers it appropriate that this agreement is published in the interests of transparency in the regulatory and disciplinary process. Lester Aldridge LLP agrees to the publication of this agreement.

6. Acting in a way which is inconsistent with this agreement

6.1 Lester Aldridge LLP agrees that it will not deny the admissions made in this agreement or act in any way which is inconsistent with it.

6.2 If Lester Aldridge LLP denies the admissions or acts in a way which is inconsistent with this agreement, the conduct which is subject to this agreement may be considered further by the SRA. That may result in a disciplinary outcome or a referral to the Solicitors Disciplinary Tribunal on the original facts and allegations.

6.3 Acting in a way which is inconsistent with this agreement may also constitute a separate breach of principles 2 and 5 of the Principles and paragraph 3.2 of the Code of Conduct for Firms.

7. Costs

7.1 Lester Aldridge LLP agrees to pay the costs of the SRA's investigation in the sum of £1,350, to be shared with Miss Stephanie Adams. Such costs are due within 28 days of a statement of costs due being issued by the SRA.