Background
Derek Arthur Richardson alleged that Mark James Robertson and Hottinger Private Office Limited falsely represented that Richardson remained the ultimate beneficial owner of a corporate group that included Wasps Holdings Limited. Richardson said he relied on those representations when, on 29 October 2018, he gave AIB Group (UK) Limited an unsecured personal guarantee of liabilities associated with an overdraft facility for Wasps Holdings.
AIB demanded payment under the guarantee on 3 August 2022 and commenced proceedings against Richardson in April 2025. In Richardson’s existing proceedings against the defendants, he sought permission to add a claim in deceit against Robertson and Hottinger Private Office. They opposed the amendment solely on limitation grounds, contending that they had an arguable defence under the Limitation Act 1980 and that the requirements of CPR 17.4 were not met.
The Court’s Holding
The High Court granted permission to add the deceit claim. It held that Richardson suffered no actionable damage merely by entering into the unsecured guarantee: at that stage, he had assumed only a personal and wholly contingent liability, unsupported by a charge over any of his assets. Under the principles established in Wardley, Sephton and Axa, such a contingent liability does not itself amount to measurable loss sufficient to complete a tort claim and start the limitation period.
Damage arose only when AIB made its demand under the guarantee on 3 August 2022. The proposed deceit claim was therefore clearly within the applicable six-year limitation period, and the defendants’ contrary limitation argument was not reasonably arguable. Because CPR 17.4 did not apply, the court did not need to decide whether the new claim arose from the same or substantially the same facts as the existing claims or whether to permit it on the alternative “Mastercard” basis.
Key Takeaways
- Giving an unsecured personal guarantee ordinarily does not, without more, constitute actionable damage where the guarantor assumes only a contingent liability.
- For a deceit claim based on inducement to give such a guarantee, limitation begins when the guarantee is called and actual loss arises, not when the guarantee is signed.
- An immediate change in the guarantor’s legal position is insufficient unless it produces measurable loss additional to the contingent liability itself.
Why It Matters
The decision applies established limitation principles to a previously undecided factual setting: an alleged fraudulent misrepresentation inducing an unsecured personal guarantee. It clarifies that the analysis used in professional-negligence cases concerning contingent liabilities applies equally to deceit.
The ruling is significant for guarantors, lenders and advisers assessing when tort claims connected with guarantees accrue. It also illustrates that a court may determine a novel limitation issue at the amendment stage when the governing appellate authorities yield a clear answer and no material factual dispute requires a trial.