H&P Advisory Limited prevails against Barrick

In a landmark ruling delivered on 30 May 2025, the High Court of Justice in the Chancery Division presided over a legal dispute involving H&P Advisory Limited and Barrick Gold (Holdings) Limited, which was formerly known as Randgold Resources Limited. This case centred on the contractual obligations and possible restitution owed to H&P Advisory following the merger between Barrick and Randgold. Mr Simon Gleeson not only addressed the merits of H&P’s claims but also acknowledged the collaborative efforts of the legal teams involved, stating, “the issues which confronted them required a degree of imaginative thinking and genuine co-operation on their part.”

The court's decision is rooted in the complexities that arose from a prior ruling ([2025] EWHC 562), where important aspects of the obligations owed by both parties were outlined. This latest judgement highlights the challenges faced by the attorneys as they navigated through the intricate legalities of the litigation, revealing further layers of the case.

At the heart of the dispute was the question of H&P Advisory’s entitlement to fees following the merger discussions. Despite being unsuccessful in their principal contractual case, the court recognised H&P’s contributions, leading to a restitutionary award of £2 million. This amount had notably been offered by Barrick previously as a Part 36 settlement, covering both the claim and accrued interest.

H&P's counsel grappled with determining whether they could benefit from Barrick's earlier offer, as this was intricately tied to specific legal nuances regarding expenses and interest calculations. To facilitate clearer understandings of these complex issues, the court opted for a split hearing approach. This allowed for an efficient assessment of essential facts and legal matters in the initial part before proceeding to more comprehensive discussions on the entirety of the settlement offer.

As the relationship evolved during the merger negotiations, H&P's contractual entitlements became increasingly significant. Mr Gleeson pointed out that before the merger's announcement, both parties had mutually recognised H&P's significant role, which secured them a fee entitlement amounting to $2 million. However, differences persisted regarding mutually agreeable terms, forcing H&P to pursue lengthy litigation for the more extensive sum of $18 million, culminating in their courtroom battle.

Turning to the contentious issue of costs, Mr Gleeson evaluated claims H&P made against Barrick to reclaim reasonable expenses incurred during the process. The judge carefully considered specific costs—including a significant subscription to a financial modelling service and travel expenses for necessary meetings in New York—ultimately determining that Barrick was liable for part of these expenses, while also taking into account H&P’s defensive position on certain claimed costs.

In his comprehensive judgement, Mr Gleeson also examined the intricacies of pre-judgement interest, noting that clear definitions were essential for applying these claims. He reaffirmed the ongoing obligation of clients to compensate advisers fairly.

This ruling is not merely a resolution for the parties involved but serves as a pivotal reflection on the broader principles governing contractual relationships and equitable remedies in business dealings. The decision underscores the importance of clarity in contractual negotiations and the complexities surrounding legal claims, which can significantly influence the recovery of costs and appropriate compensation for services rendered