Jeremy Sinclair Clarke & Anor v Yasmin Azim Lakha & Ors (Re Bramber Road Management Limited)
| Court | Chancery Division |
| Judge | Icc Judge Barber |
| Neutral Citation | [2024] EWHC 51 (Ch) |
| Date | 18 January 2024 |
| Year | 2024 |
| Counsel | Ms Chantelle Staynings,Mr John Churchill |
Approved Judgment
In the Matter of Bramber Road Management Limited
Neutral Citation Number [2024] EWHC 51 (Ch)
CR 2022 000915
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (CHD)
IN THE MATTERS OF BRAMBER ROAD MANAGEMENT LIMITED
AND IN THE MATTER OF THE COMPANIES ACT 2006
Royal Courts of Justice
7 The Rolls Building
Fetter Lane
London
EC4A 1NL
Date: 18/01/2024
Before :
ICC JUDGE BARBER
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Between :
(1) JEREMY SINCLAIR CLARKE
(2) EUAN JOHN LAWSON
Claimants
- and –
(1) YASMIN AZIM LAKHA
(2) THE FORWARD PROJECT
(3) BRAMBER ROAD MANAGEMENT LIMITED
Defendants
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Ms Chantelle Staynings (instructed by Keystone Law) for the Claimants
Mr John Churchill (instructed by Carbon Law Partners) for
the First and Second Defendants
Hearing dates 25, 26, 27 and 30 October 2023
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Approved Judgment
This judgment was handed down remotely by email and MS Teams. It will also be sent to
The National Archives for publication. The date and time for
hand-down is 9.30 a.m. on 18 January 2024.
Approved Judgment
In the Matter of Bramber Road Management Limited
ICC Judge Barber
1. This is a Part 8 claim relating to the affairs of Bramber Road Management Limited
(‘the Company’) brought by two members of the Company.
Background
2. Bramber Court is a small development of 4 individual office units, formed around an
inner courtyard (‘the Courtyard’). The Courtyard is an amenity space for the
occupiers of the 4 units. Each of the unit owners enjoys rights of access to and from
Bramber Road over the driveway and the Courtyard.
3. The Company was incorporated on 16 June 1986. At all material times it has had an
issued share capital of 4 Ordinary Shares of £1 each. It owns the freehold interest in
the Courtyard. The Company’s business is to manage and maintain the Courtyard.
The parties
4. The Claimants are civil partners and are the joint owners of freehold interests in Unit
3 and Unit 4 Bramber Court. Mr Lawson is a solicitor and the managing partner of
Simkins, a media law firm. Mr Clarke is a former solicitor and now runs a small
property investment and development business.
5. The Claimants purchased Unit 4 from Cavendish White (Holdings) Limited in 2003.
They purchased Unit 3 in 2019 from Mr John Blake. Units 3 and 4 have been
developed into office suites which the Claimants rent out to local small businesses
with shared communal facilities including shared meeting rooms and catering
facilities. Mr Clarke operates and manages his property business from an office within
Unit 4.
6. The First Defendant, Mrs Lakha, has owned Unit 2 since 16 December 2013, She
became the registered proprietor of Unit 2 as the executrix of the estate of her late
husband Azim Lakha, who had purchased Unit 2 in 1997 from Freeholdings SA. Mrs
Lakha occupies Unit 2 for the purposes of her business ‘Elocute’, which offers private
elocution lessons to young children and others. Since 14 January 2022, Mrs Lakha has
owned Unit 2 jointly with her daughters, Ms Shamim Lakha and Dr Parviz Lakha.
7. The Second Defendant (‘TFP’) is the owner of the freehold interest in Unit 1. TFP
purchased Unit 1 in 2008 from Sand and Gravel Association Limited. TFP is a
private company limited by guarantee. It is a registered charity whose objects include
the preservation and safeguarding of mental health sufferers. Its current directors are
Ms Hutchison and Mr Venis Olafisoye. It has four trustees, comprising Ms
Hutchison, Mr Olafisoye, Mr Stephen Bashorun and Ms Vera Haywood.
8. The Third Defendant is simply a nominal party to the proceedings in order to be
bound by any judgment.
9. Save where stated otherwise, references to ‘the Defendants’ in this judgment should
be read as references to the First and Second Defendants.
Approved Judgment
In the Matter of Bramber Road Management Limited
The Company’s members
10. The Company’s articles envisage that each unit owner will hold one share in the
Company. In practice however, whilst stock transfer forms may have been executed
at the time of given unit transfers, the register of members, which is in evidence
before me, has not been updated consistently to reflect changes in unit ownership.
11. According to the register of members, the current members are as follows:
(1) The Claimants are registered as joint holders of one share from 21 February 2003
(the date when Unit 4 was acquired and the date of the corresponding stock transfer
form). Entries in the register of members confirm the date of the share transfer and the
‘date of entry as a member’ as 21 February 2003. The Claimants’ entitlement to be
registered as members in respect of this share is not disputed by the Defendants.
(2) The Claimants are also registered in the register of members as joint holders of 1
share from 9 May 2019 (the date that they acquired Unit 3). The stock transfer form in
evidence before me bears the same date. Their entitlement to be entered on the
register of members in respect of Unit 3, however, is contested by the Defendants.
(3) Sand and Gravel Association Limited is registered in the register of members as
the holder of 1 share. This company was the first purchaser of Unit 1, which it
purchased in 1985. It sold Unit 1 to TFP in 1998, but remains on the register of
members.
(4) Flamecrest Limited is registered as the holder of 1 share from 31 January 1995. It
purchased Unit 3 from the Ophthalmological Society in 1995. It has long since ceased
to own that Unit, but remains on the register of members.
12. The Defendants do not appear on the register of members and have not sought to be
entered on it. They have, however, always asserted an entitlement to exercise voting
rights as members.
The Company’s directors
13. It is common ground that the First Claimant, Mr Clarke, is a director of the Company
and that he has been a director since 2003, following the purchase by the Claimants of
Unit 4.
14. The Claimants contend that following the purchase of Unit 3 in 2019, the Second
Claimant, Mr Lawson, was appointed a director of the Company. The Defendants
dispute this.
15. The First Defendant, Mrs Lakha, claims to be a director of the Company.
16. Ms Hutchison, a director of TFP, also claims to be a director of the Company.
Overview
17. For many years the Company was run on a fairly informal basis and its books and
records were not kept up to date. The Claimants contend that at all material times until
the parties fell out, unit owners (including the Defendants) conducted themselves on
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