Renraw Investments Ltd and Others v Real Time Systems Ltd
| Jurisdiction | UK Non-devolved |
| Judge | Lord Stephens |
| Judgment Date | 13 November 2023 |
| Neutral Citation | [2023] UKPC 39 |
| Court | Privy Council |
| Docket Number | Privy Council Appeal No 0013 of 2021 |
[2023] UKPC 39
Lord Hodge
Lord Lloyd-Jones
Lord Kitchin
Lord Hamblen
Lord Stephens
Privy Council Appeal No 0013 of 2021
Privy Council
Michaelmas Term
From the Court of Appeal of Trinidad and Tobago
Appellant
Robert Strang
Kiel Taklalsingh
(Instructed by BDB Pitmans LLP (London))
Respondents
John Jeremie SC
Richard Thomas KC
Jacqueline Chang
(Instructed by Simons Muirhead & Burton LLP)
Heard on 15 May 2023
This appeal arises in the context of proceedings brought by Real Time Systems Ltd (“the claimant”) against Renraw Investments Ltd, CCAM and Co Ltd and Mr Jack Austin Warner (“the defendants”) in which proceedings the claimant seeks to recover a debt of TT$1,505,493 from the defendants. The defendants admitted they had received the money from the claimant. The issue at trial was whether, as the claimant alleged, the money was paid by way of a loan to the defendants repayable on 28 February 2008, or whether as the defendants alleged, the money was a gift by the claimant to the defendants, in the form of a donation to finance a political party, the United National Congress (“the UNC”), in respect of its 2007 general election campaign.
The trial judge, Seepersad J (“the judge”) in his judgment dated 15 May 2018 made several factual findings based on which he found that the payment of the money was a loan to the defendants. Accordingly, the judge ordered the defendants to repay to the claimant the sum of TT$1,505,493 together with interest at the statutory rate from 15 May 2018 until repayment, and costs.
The defendants appealed to the Court of Appeal against the judge's order. The defendants made two submissions in the Court of Appeal. First, that the judge had made material errors in his analysis of the evidence. Second, that remarks made by the judge in his judgment and subsequent remarks made by him in a speech on 28 March 2019 to the Trinidad and Tobago Transparency Institute met the test for apparent bias so that his order should be set aside on that alternative ground.
The Court of Appeal (Smith, Jones, and Pemberton JJA) unanimously allowed the appeal on the ground that the trial judge had made material errors in his analysis of the evidence. The Court of Appeal substituted its own assessment of the evidence which was that the payment of the money by the claimant to the defendants had been a gift in the form of a political donation. Accordingly, the Court of Appeal set aside the orders of the judge and dismissed the claimant's claim. The Court of Appeal also ordered the claimant to pay the defendants' prescribed costs quantified on the sum of TT$1,505,493 plus the costs of the appeal determined at two-thirds of the amount of the quantified prescribed costs.
If the Court of Appeal had not allowed the appeal on the basis that the trial judge had made material errors in his analysis of the evidence, then Smith and Pemberton JJA (Jones JA dissenting on this issue) would have allowed the appeal and remitted the proceedings for rehearing based on a finding that the judge had given the appearance of bias.
The claimant now appeals to the Judicial Committee of the Privy Council contending that the judge was entitled to make his findings on the evidence and that the test for establishing apparent bias on the part of the judge has not been satisfied.
Mr Krishna Lalla is “well known in the business and political landscape of Trinidad and Tobago”: see para 1 of Smith JA's judgment in the Court of Appeal. In 1982 Mr Lalla incorporated Super Industrial Services Ltd (“SISL”), a general contracting and construction company. Mr Lalla states that he passed control of SISL to his sons in 1999 but was retained as a consultant.
The claimant is a company involved in the business of providing information technology services. The claimant shares premises with SISL. For the purposes of these proceedings the parties and the courts below proceeded on the basis that Mr Lalla was the controlling mind of the claimant and that he was the claimant's agent.
Romila Marajh was at all material times the general manager of the claimant. She was responsible for the claimant's finances and had control of the claimant's financial records, including its bank records, and returned negotiated cheques.
Mr Einool Hosein is a former employee of Mr Lalla who at the trial was called as a witness by the defendants.
Mr Jack Austin Warner is a Trinidadian and Tobagonian politician, businessman, and football executive. He was a Vice President of the Fédération Internationale de Football Association (“FIFA”) and President of the Confederation of North, Central America and Caribbean Association Football (“CONCACAF”). He is also “well known in the business and political landscape of Trinidad and Tobago”: see para 1 of Smith JA's judgment in the Court of Appeal.
Mr Kenny Rampersad is Mr Warner's accountant. Mr Warner forwarded to Mr Lalla email correspondence between Mr Warner and Mr Rampersad.
For the purposes of these proceedings the parties and the courts below proceeded on the basis that Mr Warner was the controlling mind of the first defendant, Renraw Investments Ltd, and of the second defendant, CCAM and Co Ltd, and that he was the first and second defendants' agent.
It was also common ground between the parties that all three defendants traded as the Dr João Havelange Centre of Excellence (“the Centre”). The Centre is a football academy named after João Havelange, the former President of FIFA. Again, for the purposes of these proceedings the parties and the courts below proceeded on the basis that if money was paid to the Centre, it was in effect being paid jointly to all three defendants. Furthermore, the parties and the courts below proceeded on the basis that if the payment of TT$1,505,493 to the Centre was a loan then all three defendants are jointly liable to repay the loan.
The UNC is one of the major political parties in Trinidad and Tobago. It was founded in 1989 by Basdeo Panday. From 1995 until 2001 the UNC formed the government, initially in coalition with the National Alliance for Reconstruction but later on its own. From 2001 until 2010 the UNC was once again the Parliamentary Opposition party. It failed to obtain a parliamentary majority in the 2007 election but in May 2010, the UNC returned to government as the majority party in the People's Partnership, a political coalition involving five political parties. The UNC remained in government until 2015.
Mr Chandresh Sharma was a member and treasurer of the UNC in 2007. At trial he was called as a witness by the claimant.
In October and November 2007, the claimant paid all three defendants sums totalling TT$1,505,493 by a series of five cheques made out to the Centre. The dates and the amounts of the five cheques were: (a) 9 October 2007 in the amount of TT$278,185; (b) 16 October 2007 in the amount of TT$294,258; (c) 22 October 2007 in the amount of TT$395,280; (d) 31 October 2007 in the amount of $250,230; and (e) 1 November 2007 in the amount of TT$287,540 (“the five cheques”). The defendants admit that all the five cheques were presented for payment and that payment was received by them. No security was provided by the defendants for repayment.
By a letter before action dated 17 March 2010 the claimant wrote to the Centre demanding repayment of the total sum of TT$1,505,493 within 28 days. The Centre through its attorneys wrote on 1 April 2010 requesting particulars of the loan, namely (i) whether the agreement was oral or in writing, (ii) when it was made and who were the parties and (iii) if it was oral what were its specific terms and conditions.
The claimant's response on 15 April 2010 was to issue proceedings against the defendants, by a claim form and statement of case claiming repayment of a debt of TT$1,505,493. The claim form confusingly refers to the monies having been paid to the “defendant”, rather than to the defendants. The statement of case also pleads that the payment was made to “the defendant” rather than to the defendants and then identifies the defendant as the Centre. However, it is common ground between the parties that all three defendants traded as the Centre. Accordingly, the Board will proceed on the same basis as the courts below, so that if the money was paid to the Centre as a loan, it was in effect a loan to all three defendants and all three defendants would be jointly liable to repay the loan.
On 10 August 2010, the defendants applied to have the proceedings struck out as an abuse of the process for, inter alia, failure to identify proper particulars of the alleged loans and non-compliance with the Civil Proceedings Rules Part 8.6. In a judgment given on 8 November 2011 Rampersad J struck out the claim. The claimant appealed, and in a judgment given on 20 December 2011 the Court of Appeal (Jamadar, Yorke Soo-Hon and Bereaux JJA) set aside Rampersad J's order, finding that the judge was wrong to consider that he had no power, at that stage of proceedings, to order further and better particulars. Upon appeal to the Judicial Committee, the Board upheld the decision of the Court of Appeal in a judgment, under citation [2014] UKPC 6, handed down on 3 March 2014.
The case was remitted to Rampersad J who by order dated 22 July 2014 directed the claimant to provide further and better particulars of claim.
In further and better particulars filed on 20 October 2014, the claimant claimed that the agreement for the loan was made orally in or around August 2007 between Mr Lalla, acting as agent or intermediary for the claimant, and the third defendant, Mr Warner, acting on his own...
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