Equity Stalling?
| Pages | 388-395 |
| Date | 01 September 2014 |
| Author | Daniel J Carr |
| DOI | 10.3366/elr.2014.0231 |
| Published date | 01 September 2014 |
The petitioner, Ted Jacob Engineering Group Inc (“TJ”), was (and, at the time of writing, is) a company registered in California; the respondents were (i) a partnership (“the partnership”), (ii) a limited company, BSR 2013 Limited (“BSR”) and (iii) a limited company RMJM Architecture Limited (“RMJMA”). The respondents were closely linked to each other by both personnel and location. Each of them shared the same place of business. The first respondent's partners were RMJM Middle East Limited (“RMJMME”) and RMJM Overseas Limited (“RMJMO”), and the directors of these partner companies were the same two individuals. The directors of BSR were the same two individuals who were directors of RMJMO and RMJMME. RMJMA (the third respondent) was the parent company of RMJMME, and a subsidiary of BSR. It was common ground before the court that the entire RMJM group was in financial difficulties. The close interrelationship between the various respondents meant the knowledge of one respondent was deemed to be attributable to the others.
TJ purchased the partnership's engineering and architecture business in Dubai. The purchase was effected by a sale and purchase agreement (SaPA), and a subsequent closing agreement (August 2012). In order to conduct operations in Dubai the petitioner needed licences to operate, which would take time to procure, so transitional arrangements were built into the agreements. The agreements provided that TJ would carry out engineering work for clients, but that such work would take place under contracts agreed between the partnership and the clients. Any payments due under such contracts were to be paid into a bank account that was the partnership's account, though the account was entitled “RMJM/TJEG account”.
Para 5.
Work was carried out by TJ for a number of clients under the transitional arrangements and the related fees were paid into the nominated account. Initially all was well: TJ had access to the account and was able to check the balance.Para 8.
Para 8.
Paras 8-9.
The legal effect of this transitional arrangement was a central element of the case: did it create trusts (express or constructive), a relationship of agency, or sub-contracts? The answer was to be found in the wording of the agreements. If it did, then doctrines of accessory liability analogous to knowing receipt and dishonest assistance might also be available. Demonstrating all these grounds of action would allow a
TJ raised legal proceedings in light of the removal of funds from the nominated...
Get this document and AI-powered insights with a free trial of vLex and Vincent AI
Get Started for FreeUnlock full access with a free 7-day trial
Transform your legal research with vLex
-
Complete access to the largest collection of common law case law on one platform
-
Generate AI case summaries that instantly highlight key legal issues
-
Advanced search capabilities with precise filtering and sorting options
-
Comprehensive legal content with documents across 100+ jurisdictions
-
Trusted by 2 million professionals including top global firms
-
Access AI-Powered Research with Vincent AI: Natural language queries with verified citations
Unlock full access with a free 7-day trial
Transform your legal research with vLex
-
Complete access to the largest collection of common law case law on one platform
-
Generate AI case summaries that instantly highlight key legal issues
-
Advanced search capabilities with precise filtering and sorting options
-
Comprehensive legal content with documents across 100+ jurisdictions
-
Trusted by 2 million professionals including top global firms
-
Access AI-Powered Research with Vincent AI: Natural language queries with verified citations
Unlock full access with a free 7-day trial
Transform your legal research with vLex
-
Complete access to the largest collection of common law case law on one platform
-
Generate AI case summaries that instantly highlight key legal issues
-
Advanced search capabilities with precise filtering and sorting options
-
Comprehensive legal content with documents across 100+ jurisdictions
-
Trusted by 2 million professionals including top global firms
-
Access AI-Powered Research with Vincent AI: Natural language queries with verified citations
Unlock full access with a free 7-day trial
Transform your legal research with vLex
-
Complete access to the largest collection of common law case law on one platform
-
Generate AI case summaries that instantly highlight key legal issues
-
Advanced search capabilities with precise filtering and sorting options
-
Comprehensive legal content with documents across 100+ jurisdictions
-
Trusted by 2 million professionals including top global firms
-
Access AI-Powered Research with Vincent AI: Natural language queries with verified citations
Unlock full access with a free 7-day trial
Transform your legal research with vLex
-
Complete access to the largest collection of common law case law on one platform
-
Generate AI case summaries that instantly highlight key legal issues
-
Advanced search capabilities with precise filtering and sorting options
-
Comprehensive legal content with documents across 100+ jurisdictions
-
Trusted by 2 million professionals including top global firms
-
Access AI-Powered Research with Vincent AI: Natural language queries with verified citations