High Court dismisses application by substitute claimant after a purported assignment of a professional appointment.

In Goldkorn v MPA (Construction Consultants) Ltd & Anor [2025], the TCC ruled that a director of an insolvent company couldn’t claim against a consultant because the original employer was prevented from assigning the appointment to him.

The key bit of language was a fairly typical non-assignment clause, with implications for anyone dealing with, or relying on, a transfer of claims.

What happened?

The dispute involved a failed restaurant development at 61-63 Beak Street, London. The developer was Kazu Restaurants 1 Ltd, a special purpose vehicle that went into liquidation. MPA was contracted to provide project management services.

Kazu 1 maintained it had a potential claim for breach of contract and negligence against MPA, and purported to assign its benefit in the appointment to Mr Goldkorn, a former director. Kazu 1 also entered into a declaration of trust, holding its right to claim against MPA on trust for Mr Goldkorn.

The issue: did Mr Goldkorn have the right to bring a claim against MPA through the assignment or trust arrangement, or did the contract say ‘no’?

What did the Court decide?

• The assignment clause only permitted assignments to those acquiring the client’s interest in the ‘project’ – meaning the physical construction works, not just rights of action for past breaches.
• Goldkorn couldn’t sue MPA because he hadn’t acquired an interest in the abandoned works.
• The non-assignment clause barred all claims, including in negligence, from being assigned and could not be circumvented through side documents like a trust.

Why is this important?

The Court reinforced that only the original contracting parties or permitted assignees could enforce the contract. The key language, that an assignee must have acquired the client’s interest in the project, was interpreted strictly by the Court to mean an interest in the construction works at the site, not just a right to accrued claims.

Ultimately, the Court will interpret assignment restrictions exactly as written and may block claims by non-permitted assignees. Always use clear words when drafting assignment clauses to control who can sue, and check the language before trying to transfer claims during disputes or insolvency.

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This article contains information of general interest about current legal issues, but does not provide legal advice. It is prepared for the general information of our clients and other interested parties. This article should not be relied upon in any specific situation without appropriate legal advice. If you require legal advice on any of the issues raised in this article, please contact one of our specialist construction lawyers.

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