Matthew Paton | Of Counsel

Matthew has built up a substantial broad Chancery practice with LennoxPaton in The Bahamas (where he remains ‘of Counsel’) and is also a tenant of 5 Stone Buildings, Lincolns Inn, London. He has substantial experience, including advocacy, in a number of high value and complex offshore litigation matters, including trust and estate advisory; contentious trust and estate disputes; civil fraud, asset-tracing and recovery; shareholder disputes/minority oppression; insolvency and restructuring; enforcement of foreign judgments and general corporate/commercial matters including international commercial arbitration. Matthew also frequently advises on all aspects of admiralty matters which have a jurisdictional connection with The Bahamas.

“A fearless but fair adversary.....very articulate in his delivery of cogent argument.”
(Sir Michael Barnett; ex-Chief Justice of The Supreme Court of The Bahamas)

“Undoubtedly one of this country’s finest young advocates”
(The Hon. Mr. Justice Winder; Justice of The Supreme Court of The Bahamas, Chancery Division)

Education and Qualifications

Matthew went to Radley College, Oxon, and then on to Bristol University to study Philosophy and Politics, graduating in 2001 with an Upper Second Class Honours Degree. He then went on to BPP Hyperion successfully completing both the Securities Institute Certificate and Investment Management Certificate. In 2004 Matthew obtained a Post Graduate Diploma in Law (PgDL) from The College of Law, London, before going on to complete the Bar Vocational Course at the Inns of Court School of Law, London. He was called to the Bar of England & Wales and the Bahamas Bar in 2005.

Professional Memberships

Member of Honourable Society of Inner Temple

Ad eundem Member of the Honourable Society of Lincolns Inn

Practising Member of the General Council of the Bar of England & Wales

Member of the The Bahamas Bar Association

Member of the Chancery Bar Association

Member of STEP

 

Publications and Lecturing:

Matthew's international publications include "Hastings-Bass re-visited", "Evidence, Proceedings in Other Jurisdictions & Public Policy" and he continues to be responsible for the chapter on The Bahamas in Wolters Kluwer International published loose-leaf "The Enforcement of Foreign Judgments".

 

Traditional Chancery:

The core of Matthew’s practice is contentious trust disputes. He has focused on multi-level trust matters advising professional trustees, protectors and beneficiaries in all aspects of their rights and (fiduciary) duties in their respective roles. He has advised extensively of trusts in relation to applications involving the removal and appointment of trustees/protectors/beneficiaries alike. He also regularly appears in variation and blessing applications. Matthew also frequently provides guidance on the proper administration of trusts and on points of construction and applications surrounding the same. He has appeared in mistake and rectification claims as trustee/protector indemnification provisions.

Matthew also regularly advises on the cross border elements and jurisdictional challenges associated with international trust disputes including service out and enforcement of judgments in relation to trusts. He also regularly advises trustees and trust companies of their reporting duties and necessary considerations under the anti-money laundering legislation in The Bahamas. He regularly advises on the obtaining of information/disclosure of evidence in respect of trust/bank accounts held in The Bahamas, where such information is to be used in foreign proceedings. Matthew also advises on questions over breaches of confidentiality in respect of the disclosure of information.

  • Re the C Trust (ongoing) – advising on retirement and appointment successor protector and on winding up and distribution of Bahamian trust corpus to UK/US beneficiaries. Instructed by Trust Corp Intl, Guernsey.

  • Re the C Trust[2016] - Advising English protector of Bahamian trust seeking removal of professional trustee relying on express provision within deed. Successfully representing protector in establishing implied indemnity for actions taken whilst protector (court finding no express provision in trust deed).

  • Re the K trust[2016] – advising professional Canadian trustees on construction of clauses in trust deed re nature of protector powers and what level of exculpation is permissible under Bahamian law. Instructed by Day Pitney LLP (NYC).

  • Re JPM Trustees[2016] - Representing professional trust company in supporting a $550m variation application driven by primary beneficiary post enactment of Bahamas Trustee (Amendment) Act 2011 for directed investment and protector provisions, led by John Brisby QC. Instructed by JP Morgan Trust Company (Bahamas) Ltd.

  • RTL v AFD et al[2015] - Representing US appointed Guardian ad litem in applications on proper construction and removal of professional trustees of $350m private family trusts, including resisting anti-suit injunction application brought by trustee. First Bahamian case post Crociani dealing with exclusive jurisdiction and forum of administration clauses. Instructed by Hommer Bonner Jacobs (FL., USA)

  • Re SG Trustees [2015] - Advising professional trust company in respect of residual liability post termination of trust and the limits of statutory implied indemnities and reliance on personal indemnities given by beneficiaries post distributions in the face of ‘claw-back’ claims for purported fraudulent dispositions arising out of Madoff. Advice included disclosure of information in aid of foreign proceedings and duties of confidentiality.

  • Re D Trust[2014] – Advising beneficiaries of a $75m trust in an action seeking court intervention in  appointment of successor trustees where previous trustees attempted to retire in adverse circumstances including ongoing litigation and breaches of trust. Instructed by Schindler & Co. LLP (NYC).

  • P v C Trustees[2013] – Variation application of $500m trusts under s.71 Trustee Act 1998 (pari materia s.1 VTA 1958) – seeking court approval for changing governing law and exclusive jurisdiction clauses to re-domicile trusts. Instructed by Levin, Schreder & Carey Ltd. (IL, USA).

  • Re Pacific Trust[2013] - Advising Californian Court Appointed Trustee of $80m estate in bringing a derivative action on behalf of Bahamian company owned by trust on tracing assets and imposing constructive trusts on banking institutions and IBC’s in the BVI including advice on limitation periods in the realm of constructive trusts. Instructed by Conyers Dill & Pearlman (BVI).

  • Lady Haywardv. Striker Trustees Ltd[2012] - led by John Brisby QC in a family trust dispute in respect of loans made by trustees to certain beneficiaries. This case was settled by obtaining statutory indemnification of previous trustees following their removal and subsequent appointment of new trustees, as well as issues over representation of minors and unborns. Instructed by Harcus Sinclair LLP (UK).

  • Dillon v Butterfield Bank (Bahamas) Ltd[2011] - Representing the settlor beneficiary of $25m Isle of Man trust in suing Bahamian professional trustee for negligence/breach of trust in transfer of trust where improper consideration of beneficiary domicile status led to adverse tax consequences and liquid assets being caught by spouse seeking interim ancillary relief in UK by way of injunctive relief. Instructed by Collyer Bristow LLP (UK).

  • Re Palomino Trust[2009] - Hasting -Bass type applications including principles of mistake to avoid adverse tax consequences for onshore UK beneficiaries.

  • Ansbacher Bank & Trust Ltd v Joiner et al. [2008] - Representing the executor of deceased’s estate in an administration action re construction of a testamentary will trust and distribution of the $8m residuary estate amongst the beneficiaries of the trust.

  • Re the S trust[2008] – Representing applicant beneficiaries of $60m trust seeking their reinstatement following removal by protector. Application included applying having protector removed for fraud on the power. Instructed by Schindler & Co. (NYC, USA)

 

Commercial Chancery:

As well as his core practice of traditional chancery Matthew has an active commercial Chancery practice. He has been involved in numerous highly contentious company and shareholder disputes arising in the context of Bahamian companies and International Business Companies respectively. He regularly advises on director’s duties and the rights of shareholders, especially in the respect of minority oppression and dissention. Matthew has also acted on behalf of banks in contractual disputes arising out of various investments made on behalf of their customers and subsequent claims arising therefrom by way of breach of contract and/or fiduciary duty. He often advises and appears in civil fraud actions involving tracing assets through multiple jurisdictions tracing and usually involving the principles of constructive trusts where such actions have included applying for resisting applications for injunctive relief in The Bahamas and their jurisdictional reach.  

More recently Matthew has also been involved in a number of high value commercial arbitrations where the governing law has been Bahamian law.

  • Re S Arbitration [2015]- Recently appeared in a $25m contractual dispute concerning specific terms and legitimacy of Heads of Agreement and applicability. This also involved advising on the legal effect of side letters and certain clauses within the contracts.

  • Re CFO Arbitration[2015] – Representing lender of non-recourse loan facility transaction of $150m in termination of contract due to default and construction of terms of accompanying escrow agreement and construction of terms.

  • Bannister et al. v Matvieshenet al.[2014] – representing beneficial shareholders in seeking declaratory relief to such ownership to $11m shares in hold cos and specific performance of contractual agreements (on appeal)

  • Mohammed al Saleh v SML Ltd et al.[2014] Advising and appearing in a $70m action arising from contractual disputes between ultimate shareholders that required unravelling complex multi-jurisdictional corporate structures in USA, Bahamas, and Saudi Arab to establish liability and evidence civil fraud, including free standing freezing injunctions and establishing constructive trusts.

  • Alfraedo Moraes v Paulista Ltd. [2011] Representing minority shareholders vs Brazilian bank and advising them on protection of rights under Unanimous Shareholders Agreements resulting in the exercise of their right of dissention and the subsequent retrieval of dividends in excess of $20m.

  • Re Nauticus Fund[2010] – Advised auditors of various Bahamian investment funds on their rights and obligations with respect to various attempts by liquidators to get pre-action disclosure with respect to the audited accounts. Instructed by KPMG.

  • Talisker v Hamby Investors Ltd.[2009] represented directors involved in high value property developments in the Bahamas advising on their rights and obligations under construction and loan agreements, mortgage debentures, and statutory law in The Bahamas.

  • TG Investments LLC v New Hope Holding Ltd et al[2008] - advised on contesting the validity of promissory notes worth $40m as well defending client from knock on effects of defaulting to protect of future business transactions.

  • Florida Floats Inc v. EBR Holdings Ltd [2008] - Represented court appointed liquidators for a substantial Hotel Resort in Bahamas in contractual dispute concerning legitimacy of Romalpa clauses under contracts governed by Bahamian law. Instructed By Enrst & Young.

  • Alexei Goloubovitch v. Russian Investors Group Ltd[2006] - advising directors in respect of a shareholder dispute over the true beneficial ownership of shares in a Bahamian international business company worth $60m. Included cross jurisdictional issues with BVI holding co.’s

Many of these matters also involved the seeking of the appointment of a receiver and/or receiver manager and commencing of winding up proceedings under court supervision.

Admiralty:

Matthew has a niche practice area in The Bahamas in shipping matters. He has advised a number of major UK financial institutions and international solicitors firms on all aspects of the Merchant Shipping Act 1976. This has included advising on the procedures and costs surrounding the arresting of vessels in Bahamian waters; the priority of liens; enforcement of maritime liens; and the effect of subrogation clauses. Matthew has also provided advice in respect of registration of cautions against Bahamian flagged vessels and the application of the same as well as on cross jurisdictional issues and the conflict of laws in private international law as it relates to maritime law in The Bahamas.

  • FLNGS CORAL(2015) - advising AIP on the jurisdictional reach of UNCLOS in The Bahamas in respect of the Government of X and its retention of sovereignty over an FLNGS structure in its EEZ – instructed by Linklaters LLP.

  • MV Asian Wind (2015) – Advising cargo owners on jurisdictional advantages of arresting vessel in Bahamian waters and possible causes of action and priority raking of claims- Instructed by Field Martin Solicitors.

  • MOL Comfort (2013) – advising owners on Bahamian law and possible claims and actions that may arise in this jurisdiction, and specifically with respect to limitations on forum shopping. Instructed by Ince & Co.

  • Governor Bank of Ireland v. M.V. Ingegas/MV Athengas (2009) – advising the bank on priority of liens under Bahamian law and chances of success of recouping losses. Instructed by Ince & Co. and Denton Wilde Sapte.

 

General Civil Litigation

Matthew has a fervent general civil litigation practice. This has included advising government agencies and banking institutions in respect of MLAT/TIEA disclosure requests as well as Letters Rogatory from foreign jurisdictions in relation to Bahamian entities. Matthew has had extensive experiences in appearing at all levels of Court in The Bahamas, in both procedural hearings, and substantive applications on e.g.: service out of the jurisdiction; security for costs; interim injunctions;  strike out applications; fortification applications (and release); Norwich Pharmacol and Anton Pillar relief; and all other procedural and interlocutory applications that arise in civil practice generally.