Matthew Paton - 5 Stone Buidlings
Junior counsel

Matthew Paton

Call to Bar:2005

Sir Michael Barnett; ex-Chief Justice of The Supreme Court of The Bahamas

A fearless but fair adversary...very articulate in his delivery of cogent argument.

Matthew has built up a substantial broad Chancery practice with LennoxPaton in The Bahamas (where he remains ‘of Counsel’) and brings this with him to chambers. He has substantial experience, including advocacy, in a number of high value and complex offshore litigation matters, including trust advisory; contentious trust 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.

5 Stone Buildings - brick wall
The Hon. Mr. Justice Winder; Justice of the Supreme Court of The Bahamas, Chancery Division

Undoubtedly one of this country’s finest young advocates."

About Matthew Paton

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 on 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.

Notable Cases Traditional Chancery
  • Re C Trust (ongoing) – advising on removal of trustee; retirement and appointment successor protector; winding up and distribution of trust corpus to UK/US beneficiaries. Instructed by Trust Corp Intl, Guernsey.
  • Re K trust [2016] – Advising Canadian trustees on construction of clauses re nature of protector powers and level of exculpation permissible under Bahamian law. Instructed by Day Pitney LLP (NYC).
  • Re JPM Trustees [2016] – Representing trustees in $550m variation seeking 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 in proper construction and removal of trustees of $350m trust. First Bahamian case post Crociani dealing with forum and jurisdiction clauses. Instructed by Hommer Bonner Jacobs (FL., USA)
  • Re S Trustees [2015] – Advising trustees on liability post termination in respect of fraudulent dispositions claims arising out of Madoff. Included disclosure and duties of confidentiality issues.
  • Re D Trust [2014] – Advising beneficiaries $75m trust seeking court intervention in appointment of successor trustees where previous trustees retired in adverse circumstances. Advising on enforcement of foreign tax judgments. Instructed by Schindler & Co. (NYC).
  • P v C Trustees [2013] – Seeking Court approval to vary governing law and exclusive jurisdiction to re-domicile trusts worth $550m. Instructed by Levin, Schreder & Carey Ltd. (IL, USA).
  • Re Pacific Trust [2013] – Advising Californian trustee of $80m estate bringing a derivative action for company owned by trust, including imposing constructive trusts in BVI and advising on limitation periods. Instructed by Conyers Dill & Pearlman (BVI).
  • Lady Hayward v. Striker Trustees Ltd [2012] – Advising on loans made by trustees to beneficiaries. Obtaining court approval for indemnification and removal and appointment of new trustees and on contested representation applications for minors and unborns. Instructed by Harcus Sinclair LLP. Led by John Brisby QC
  • Dillon v Butterfield Bank [2011] – Representing beneficiary of $25m Manx trust in professional negligence claim against trustee where improper consideration of domicile led to adverse tax consequences and assets caught by ancillary injunctive relief in UK. Instructed by Collyer Bristow LLP (UK).
  • Re P Trust [2009] – Hasting -Bass type applications including principles of mistake avoiding adverse tax consequences for UK beneficiaries.
  • Re S Trust [2008] – Representing applicant beneficiaries $60m trust seeking reinstatement following removal by protector. Instructed by Schindler & Co. (NYC)
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 directors’ duties and the rights of shareholders, especially in 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.

Notable Cases Commercial Chancery

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] – appearing in $25m contractual dispute concerning specific terms and legitimacy of Heads of Agreement and applicability. Included consideration of legal effect of side letters and conflicting contractual provisions.
  • 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 Matvieshen et al [2014] – representing beneficial shareholders in seeking declaratory relief for ownership of $11m shares in hold co’s and specific performance of contractual agreements (on appeal)
  • Mohammed al Saleh v SML Ltd et al [2014] – Advising and appearing in $70m action arising from contractual disputes between ultimate shareholders. Required unravelling complex multi-jurisdictional corporate structures in USA, Bahamas, and Saudi Arabia to establish liability and civil fraud. Included 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 of audited accounts. Instructed by KPMG.
  • Talisker v Hamby Investors Ltd [2009] – Represented directors of high value property developments co’s. Advising on 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 loan borrowers on contesting validity of $40m promissory notes and legal effects/ramifications of defaulting to protect of future business transactions.
  • Florida Floats Inc v EBR Holdings Ltd [2008] Represented court appointed liquidators of Hotel Resort in Bahamas in contractual dispute concerning legitimacy and effect of Romalpa clauses; included raising issues of res judicata. Instructed By Enrst & Young.
  • Alexei Goloubovitch v Russian Investors Group Ltd [2006] – advising directors in respect of shareholder dispute re true beneficial ownership of shares in Bahamian IBC worth $60m. Included cross-jurisdictional issues with BVI hold 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. his 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 experience 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 interlocutory applications that arise in civil practice generally.

Education and Qualifications

Matthew went to Radley College, 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 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 and 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

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”.