John Arthur William James and Stephen Neil Mountford v Kathleen Louisewilliams (1st Defendant) Elaine Crisp Formerly Beeston (2nd Defendant) Edward Williams and Patrick Wlliams (children by their litigation friend W Dangerfield) (3rd and 4th Defendants) George Weetman-Beeston (5th Defendant) Sally-Ann Weetman-Beeston (6th Defendant) Francesca Weetman-Beeston (7th Defendant) Richard Harvey (8th Defendant) Thomas Cheadle (9th Defendant) Sandra Tyson (10th Defendant) Andrew Bailey (11th Defendant) David Vernon (12th Defendant)
| Jurisdiction | England & Wales |
| Judge | Judge Purle |
| Judgment Date | 27 February 2015 |
| Neutral Citation | [2015] EWHC 1166 (Ch) |
| Court | Chancery Division |
| Docket Number | Case No: 3BM 30391 |
| Date | 27 February 2015 |
[2015] EWHC 1166 (Ch)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
BIRMINGHAM DISTRICT REGISTRY
Birmingham Civil Justice Centre,
33 Bull Street, Birmingham B4 6DS.
His Honour Judge Purle QC
(sitting as a High Court Judge)
Case No: 3BM 30391
In the Matter of the Estate of Thomas Edward Weetman deceased
David Stockill instructed by Hand Morgan & Owen appeared for the Claimants
David Mitchell instructed by Pickering & Butters appeared for the 1 st, 2 nd, 5 th to 7 th and 9 th Defendants
Nicola Preston instructed by Pickering & Butters appeared for the 3 rd and 4 th Defendants
Paul Burton instructed by Tinsdills appeared for the 8 th, 10 th and 12 th Defendants
Louise Corfield instructed by Astle Paterson appeared for the 11 th Defendant
This application relates to the estate and will trusts of Thomas Edward Weetman ("the deceased") who died on 3 rd of November 2008. Most importantly, I am asked to appoint replacement trustees under certain of the will trusts created by his last will.
The deceased's last will was made on 19 th of September 2008. He had built up a successful company, Weetman (Haulage & Storage) Ltd. (which I shall call "the company") during his lifetime with the help of what appear to have been a large body of staff. Naturally, he wished the company to continue to flourish after his death and for his loyal staff to be recognised for what they had done.
The matter came before me initially for directions which were sought by the executors in relation to matters which had proved difficult to resolve. The estate is one of some considerable value but was lacking in liquid assets. The two principal assets were the deceased's shares in the company and a property known as Pasturefields Enterprise Park ("Pasturefields") which the deceased owned but which was occupied, in whole or in part, by the company under a lease of the whole which had expired but where the company had held over. That happened during the deceased's lifetime, and was unchanged at his death.
Accordingly, that property was intimately connected with the well-being of the company, and vice-versa, because the company was both using it and paying rent for its use which, subject to one point, it continued to do after the deceased's death.
I say the company was paying rent subject to one point. At the date of his death the deceased was a debtor of the company and rental payments have been withheld since his death so as to reduce that indebtedness.
There have also, of late, been substantial dividends which the company, which is a continuing success, has been able to pay and which have been to the benefit of all concerned in the estate. The company has also advanced loans during the course of the administration of the estate to enable the administration to proceed despite the absence of liquid funds.
The administration has not been entirely straightforward. The deceased seems to have been somewhat larger than life, and left behind two individuals who brought claims for family provision as no provision was made for them in the will: a former wife and a mistress. Those claims came over time to be resolved.
The court eventually, in May of last year, ordered the sale of Pasturefields by public auction but for various reasons that could not proceed as the chances of meeting the reserve price were non-existent in the absence of a proper lease between the executors and the company. The company, for its part, was reluctant to agree the terms of a new lease, especially of the whole of the premises as it only needed part, and considered moving out. Nevertheless, it has not done so to date.
The executors named under the will were the deceased's sister, Dorothy Helen Cottrill ("Ms Cottrill"), his solicitor John Arthur William James ("Mr James") and his accountant Stephen Neil Mountford ("Mr Mountford"). Ms Cottrill renounced probate. The two other executors are the Claimants in the Part 8 proceedings before me, seeking directions.
The difficulties faced by the estate have in large part been resolved and I made a consent order on 16 th of February 2015 after full argument. Full argument was required because there are minor Defendants, who appear by a litigation friend. I approved the consent order on behalf of those Defendants, Edward and Patrick Williams, who are grandchildren of the deceased. The deceased had two daughters (Kathleen and Elaine) and there are a number of adult grandchildren as well. Edward and Patrick are Kathleen's minor sons.
As mentioned, Ms Cottrill (the deceased's sister) renounced probate and Mr James and Mr Mountford eventually took out a grant, but not until 5 th of November 2010. Initial unease was expressed by Mr James as to the position of Mr Mountford, which appears to have been shared by family members, because Mr Mountford had, according to Mr James, acted as a de facto director of the company and it was foreseeable that conflict might arise between the interests of the company and the interests of family members not involved, as such, in the day-to-day running of the company.
The will itself foresaw some such difficulties. The will provided that fifty per cent of the deceased's shares in the company should go to employees, as long as they were working for him at the date of his death (by which was meant working for the company). The remaining fifty per cent of his shares in the company were left amongst family members. Twenty per cent were left to family members absolutely. A further twenty per cent were left to be held upon trust for his daughter Kathleen Williams and the two grandsons previously mentioned, Edward Williams and Patrick Williams, both minors. The remaining ten per cent were to be held upon trust for his other daughter, Elaine Beeston as she then was, for life, and after her death to such of her children living at her death in equal shares absolutely. The executors were to act as trustees of the will trusts.
Provision was also made for what should happen if any of the employees did not in fact work for the company at the date of death. In summary, the gift of their shares did not take effect and were instead distributed amongst the grandchildren. Thus, although the initial aim of the will was to divide the estate's shareholding 50/50 between family and employees, that would not be the case if any of the employees were no longer employed by the company at the date of death. In fact they all were, though that has not remained the case since the death. Some are; some are not.
There is now concern amongst those working for the company, which is reflected in the approach of the executors, that one or more of the ex-employees may take sides with the family members and, to put it colloquially, wreak some form of havoc within the company by removing directors or otherwise affecting the company's well-being.
As the company is trading successfully and paying dividends, the wreaking of havoc in that way might appear to be a case of killing the goose despite its continued production of golden eggs. This has not happened to date, but there has, undoubtedly, been tension, following the death of the deceased, in the administration of the estate, affecting relations between family and employee beneficiaries. The employees are not however beneficiaries under any of the will trusts where I am asked to appoint replacement trustees.
As I have said, there was initial objection, which was overcome, to Mr Mountford's position as executor, and he and Mr James eventually both took out a grant.
Mr Mountford, who is perceived to be very close to the company, and has (on one view of the matter) acted as a de facto director, still acts (or his firm does) for the company. There is no doubt that his position is seen by some family members as being in a different camp to the family, and that is how things appear initially to have been viewed by Mr James. It is said that that is an unsatisfactory position for him to find himself in as a trustee of the will trusts, which he will become once the administration of the estate is complete.
The will trusts with which I am concerned are those relating to the shares in the company, which I have briefly outlined. There were other companies within the group, but they are now all held underneath the company as parent and so I need not deal separately with them.
The relevant will trusts are those for the deceased's daughters and grandchildren.
The family members, including the litigation friend of the two minor children, all wish the Claimants, Mr James and Mr Mountford, to stand down as trustees or, more strictly, not to take office as trustees. There has been no application to remove them as executors. As a result of the consent order I made last week, it is expected and hoped that the administration will soon come to an end, and that the will trusts will take effect.
Another trusteeship relates to Pasturefields. As a result of the order I made last week, that is to be sold to the deceased's daughters for a sum which everyone agrees, and the evidence...
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David Alan Caldicott v Pamela Yvonne Richards
...the trustees and beneficiaries. This is obviously referred to by Lord Blackburn and was discussed in some detail in Re Weetman [2015] EWHC 1166 (Ch), where HHJ Purle QC (sitting as a High Court judge) focused on an absence of harmony, and a potential for conflict, in deciding to replace tr......