Philip John Moody v The Estate of the Late Norman Jones
| Jurisdiction | England & Wales |
| Judge | Judge Cawson |
| Judgment Date | 20 December 2021 |
| Neutral Citation | [2021] EWHC 3443 (Ch) |
| Docket Number | Case No: PT-2019-MAN-000062 |
| Year | 2021 |
| Court | Chancery Division |
[2021] EWHC 3443 (Ch)
His Honour Judge Cawson QC
Sitting as a Judge of the High Court
Case No: PT-2019-MAN-000062
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS IN MANCHESTER
BUSINESS LIST (ChD)
Civil Justice Centre
1 Bridge Street West
Manchester, M60 0DJ
Stephen Connolly (instructed by Slater Heelis Limited) for the Claimant
Amardeep Dhillon (instructed on a direct access basis) for the Defendants
Hearing dates: 16–19, 22–24, and 26 November 2021
Approved Judgment
His Honour Judge Cawson QC:
| CONTENTS | PARAGRAPH |
| Introduction | 1 |
| Dramatis Personae | 7 |
| Credibility and reliability of the witnesses | 8 |
| Correct approach the evidence | 8 |
| Claimant's witnesses | 14 |
| Defendants' witnesses | 27 |
| Principal issues for determination | 59 |
| Partnership Agreement | 60 |
| Background | 61 |
| Whether Chatham Buildings was an asset of the Partnership | 165 |
| Introduction | 165 |
| Philip's case | 166 |
| Defendants' case | 167 |
| Determination of the issue as to the ownership of Chatham Buildings | 168 |
| Whether the Partnership is to be treated as having been determined or dissolved at any time prior to the service of the Norman Dissolution Notice | 175 |
| The Defendants' Case as to abandonment and laches | 175 |
| Philip's case as to abandonment and laches | 187 |
| Determination of the issue as to whether Philip's claim is barred as a result of abandonment or laches | 188 |
| The validity or otherwise of the Norman Dissolution Notice | 212 |
| Introduction | 212 |
| Failure to provide opportunity to respond | 217 |
| Are the clause 13(iii)(c) and (e) grounds made out | 220 |
| Collateral purpose | 235 |
| Conclusion | 239 |
| First and Second Philip Dissolution Notices | 240 |
| Can the Defendants (or the relevant one or more of them) still request that Chatham Buildings be valued as at the date of dissolution? | 253 |
| Introduction | 253 |
| Clauses 5 and 8 of, and paragraphs (d) and (e) of the Schedule to the Partnership Agreement | 269 |
| Norman's request for a valuation dated 31 March 2018 | 264 |
| Time of the Essence? | 266 |
| Conclusion | 271 |
| Status of MONE and Daniel in respect of Chatham Buildings from and after 2009, and whether any liability arises on the part of Norman's estate, or MONE and/or Daniel in respect of the way that Chatham Buildings has been managed from and after 2009 | 272 |
| Philip's Case | 272 |
| Defendants' case | 283 |
| Discussion | 285 |
| Daniel's evidence under cross-examination | 288 |
| Norman's position and that of his estate | 295 |
| Are Daniel and MONE liable to account as constructive trustees? | 301 |
| Overall conclusions and summary of determinations | 311 |
Introduction
This is a partnership dispute relating to a partnership governed by a partnership agreement entered into as long ago as 20 May 1982 between the late Norman Jones (“ Norman”) (1) and the Claimant, Philip John Moody (“ Philip”) (2) (“ the Partnership Agreement”).
Philip seeks a declaration that the partnership as governed by the Partnership Agreement (“ the Partnership”) has been dissolved by a valid notice given by him pursuant to clause 13(iii) of the Partnership Agreement, alternatively by Norman's death, and that he has validly exercised an option pursuant to clause 14 of the Partnership Agreement to purchase Norman's share in the Partnership upon the terms set out in the schedule to the Partnership Agreement, such that he is entitled to specific performance of this option as against Norman's estate, and/or the fourth Defendant, DAJ Holdings Ltd (“ DAJ”), as assignee of Norman's interest.
The Defendants maintain that Philip long ago abandoned his interest in the Partnership and/or is barred by the equitable doctrine of laches from maintaining his claim, alternatively that Norman, prior to his death, served a valid notice of dissolution pursuant to clause 13(iii) of the Partnership Agreement prior to any notice served by Philip, and validly exercised the option provided for by clause 14 of the Partnership Agreement to acquire Philip's share in the Partnership.
Issues also arise, amongst other things, as to whether a property known as Chatham Buildings, Chester Street, Manchester (“ Chatham Buildings”) ever formed an asset of the Partnership, and as to the liability of the Second Defendant, Daniel Jones (“ Daniel”), and the Third Defendant, MONE (Manchester) Ltd (“ MONE”), to account for income received from Chatham Buildings.
By my Order dated 15 July 2021, Daniel was appointed to represent Norman's estate in the present proceedings pursuant to CPR 19.8(1)(b).
Philip was represented by Mr Stephen Connolly of Counsel, and the Defendants were represented by Mr Amardeep Dhillon of Counsel, acting on a direct access basis. I am grateful to them both for their helpful written and oral submissions.
Dramatis Personae
The following individuals and entities are relevant to the issues that arise for determination:
Credibility and reliability of the witnesses
Correct approach to the evidence
| Name/Definition | Position |
| TH Andrews & Co Ltd (“ TH Andrews”) | The original tenant of second floor of the North Block and the South Block at Chatham Buildings under a lease dated 9 July 1982 and made between Norman and Philip (1) and TH Andrews (2) for a term of 999 years from 9 July 1982. |
| B&S Investments (Manchester) Ltd (“ B&S Investments”) | The present tenant of the first floor of the North Block and the South Block at Chatham Buildings under a lease dated 14 April 1983 for the residue of the term of 999 years from 14 April 1982. |
| Beard Hall Estates Ltd (“ Beard Hall”) | The freehold owner of Chatham Buildings prior to the purchase thereof by Danebridge/Norman and Philip (also referred to as Lin Foods). |
| Eli Bourmad (“ Mr Bourmad”) | The original tenant of the first floor of the North Block and the South Block at Chatham Buildings under a lease dated 14 April 1983 and made between Norman and Philip (1) and Mr Bourmad (2) for a term of 999 years from 14 April 1983. |
| Castletons Accountants Ltd (“ Castletons”) | Chartered Certified Accountants appointed by Norman in relation to the affairs of the Partnership in or about May 2014 |
| Harry Chadwick (“ Mr Chadwick”) | Accountant for the Partnership who practiced as H. Chadwick & Co. and who prepared the Partnership's accounts from the year ended 31 December 1994. |
| Herondive Limited (“ Herondive”) | The tenant of the ground floor of the South Building under a lease dated 12 March 1987, granting a term of 99 years from 12 March 1987. |
| Croftons | Solicitors who acted on the purchase of Chatham Buildings and on the establishment of the Partnership in 1981/82. |
| DAJ Holdings Limited (“ DAJ”) | The Fourth Defendant, being a company incorporated on 24 April 2018, in which Daniel holds 900 shares, and Jordan Slater holds 100 shares, and of which Daniel and Bryan Slater are directors. |
| Danebridge Engineering Limited (“ Danebridge”) | A company formerly owned and controlled by Norman that has occupied the West Building at Chatham Buildings as a tenant. Now owned by Daniel, who following Norman's death is sole director thereof |
| Gordon Durward (“ Mr Durward”) | Maintenance man at Chatham Buildings. Witness for the Defendants. |
| Andrew Ford | Chartered Certified Accountant at Castletons. |
| Gary Hamilton (“ Mr Hamilton”) | Property developer from Jersey, and Philip's best man. By his company, Westminster Estates Ltd, on 18 March 2007, granted a loan facility of £25,001 to Philip to enable him to pay monies to NatWest to prevent the latter from obtaining possession of Chatham Buildings. Together with Mr Leighton and Mr Warner, funding the claim on behalf of Philip. |
| Carolyn Jones | Daughter of Norman and sister of Daniel. |
| Daniel Jones (“ Daniel”) | Second Defendant, and Son of Norman. Appointed to act on behalf of the First Defendant, Norman's estate. |
| Jonathan Jones | Son of Norman and Brother of Daniel Jones. Pastor in Jacksonville, Florida. Witness for the Defendants. |
| Kidson Impey | Chartered Accountants, who prepared accounts of the Partnership up to 31 December 1993. |
| Mark Jones | Son of Norman and Brother of Daniel Jones. Made witness statement for the Defendants, but was not called. |
| MONE (Manchester) Limited (“ MONE”) | Third Defendant. Company incorporated on 2 June 2009. Owned by Daniel, who was appointed as a director on 2 June 2009. Bryan Slater was appointed as a director on 18 December 2018. |
| National Westminster Bank plc (“ NatWest”) | The Partnership's bankers. |
| Norman Jones (Deceased) (“ Norman”) | First Defendant, prior to his death on 20 September 2020. |
| Sheila Jones | Wife of Norman Jones. Made witness statement for the Defendants, but not called as a witness. |
| John Leighton (“ Mr Leighton”) | Surveyor who provides property management, asset management and property development services. Assisting Philip (including by funding the claim together with Mr Warner and Mr Hamilton). Witness for Philip. |
| Philip Moody (“ Philip”) | The Claimant. |
| Percy McCloskey (“ Mr McCloskey”) | Property Developer involved in respect of the potential development of Chatham Buildings between 1999 and 2003. Witness for the Defendants. |
| ... |
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