Rollerteam Ltd and Another v Linda Riley (by original action)
| Jurisdiction | England & Wales |
| Judge | Robert Englehart |
| Judgment Date | 04 June 2015 |
| Neutral Citation | [2015] EWHC 1545 (Ch) |
| Date | 04 June 2015 |
| Court | Chancery Division |
[2015] EWHC 1545 (Ch)
IN THE HIGH COURT OF JUSTICE HC-2014–000297
CHANCERY DIVISION
Robert Englehart QC
(sitting as a Deputy Judge of the Chancery Division)
Hugh Sims QC and Matthew Brown (instructed by Gordon Dadds) for the Claimants
Neil Hext QC and Hamid Khanbai (instructed by Smithfield Partners) for the Defendant and the Third Party
This is the official judgment of the Court and I direct that no further note or transcript be made
INTRODUCTION
The context of this case is what is now a bitter family dispute. It is all the more unfortunate because it does appear that originally family relations were reasonably harmonious. Indeed, members of the family co-operated together in what has become a fairly successful enterprise. This is the Sherlock Holmes museum at the well-known fictional detective's residence said to have been at 221B Baker Street in London but now placed at 239 Baker Street. The pleadings in the action disclose wide ranging issues. Nevertheless, by the conclusion of the trial it had become apparent that, whilst there were a number of subsidiary issues, the central question is whether or not a concluded contractual settlement had been reached of four legal actions and, if so, on what terms. There is both a claim and counterclaim. However, it is the counterclaim and defence to counterclaim which have taken up the great majority of time in the case. The claim itself raises little of substance. Indeed, it is in my view clear that, subject to the resolution of one factual point and whatever the outcome of the counterclaim, the Claimants are indeed entitled to some form of declaratory relief on the claim.
THE PARTIES
The First Claimant ("Rollerteam") was originally incorporated by the Second Claimant, Mr Aidiniantz, in 1984 to effect leaflet distribution on roller skates, but in 1989 it was used as a vehicle for the purchase of 239 Baker Street. It was Mr Aidiniantz's idea to found a Sherlock Holmes museum but the site was acquired with deposit money from his mother, Mrs Grace Aidiniantz. To an extent, the museum business seems to have been informally regarded as something of a family enterprise, albeit with Mr Aidiniantz being in control of operations through Rollerteam. That company, at least at one time, had two subsidiaries, Sherlock Holmes Limited and Sherlock Holmes Museum Limited which were also involved with the museum. Of particular relevance to the present litigation is a company called Sherlock Holmes International Society Limited ("SHIS"). It was founded in 2004 as a not-for-profit company in order to take advantage of the VAT exemption on ticket sales for cultural bodies. At various times Mr Aidiniantz's mother, his half-sisters, Linda Riley and Jennifer Decoteau, and his half-brother Stephen Riley served as directors of the company.
Ms Riley, the Defendant, and Ms Decoteau, the Second Counterclaimant, are, as noted, Mr Aidiniantz's half-sisters. Ms Riley's principal occupation is that of a publisher; at the material time she was concerned in a company called Square Peg Media Limited. Ms Decoteau, on the other hand, was, with Mrs Aidiniantz, occupied in working on SHIS business.
THE BACKGROUND
The breakdown in family relations may be traced back to September 2012. Until then, the cash takings from admission receipts to the museum had been taken each evening for safekeeping by Mrs Aidiniantz or Ms Decoteau to the safe at Mrs Aidiniantz's home, 1 Parkgate Road in Battersea. Mr Aidiniantz would then decide to where the money was to go, whether into one or other of the bank accounts or retained as cash. In September 2012 Mr Aidiniantz formed the view that the cash takings were not being properly accounted for. He cut off access to funds for the other family members. This led to Ms Riley withdrawing £175,000 from Rollerteam's bank account. She gave part of this money to Ms Decoteau and part to her brother Stephen Riley. The consequence was outrage on the part of Mr Aidiniantz. He commenced legal proceedings in the name of Rollerteam and obtained a freezing order against Ms Riley. Ms Decoteau and Stephen Riley were also joined to the action. Then, in October 2012 Ms Riley secured the release of the freezing order by paying the sum of £175,000 into a solicitors' joint account.
Mr Aidiniantz's resort to litigation then led to the institution of further legal proceedings by members of the family. First, Ms Riley commenced proceedings for possession of the house where Mr Aidiniantz lived, that is 1 Albion Mews, London W2 2BA. Ms Riley was in fact the registered owner of the house, although Mr Aidiniantz lived there; he claimed that the house was held by Ms Riley on trust for him. Second, Ms Riley and Ms Decoteau caused SHIS to institute legal proceedings against Mr Aidiniantz and Rollerteam as well as the two other Sherlock Holmes companies I have mentioned. The allegation was that Mr Aidiniantz had been misappropriating the funds of SHIS. In December 2012 a freezing order was granted in favour of SHIS and, specifically, a cash sum of £535,000 which Mr Aidiniantz was holding at his home was ordered to be paid into court. A subsequent attempt by Mr Aidiniantz to have this Order set aside before Proudman J was substantially unsuccessful. Finally, Mrs Aidiniantz launched an action against her son, Mr Aidiniantz, and Rollerteam in which she claimed that in reality the entire share capital of Rollerteam and the museum business beneficially belonged to her.
Thus, there were four sets of proceedings on foot as at April 2013: (1) the Rollerteam claim (2) the 1 Albion Mews possession proceedings (3) the SHIS action and (4) Mrs Aidiniantz's claim. I refer compendiously to these four sets of proceedings as "the litigation". Moreover, relations within the family were understandably in an appalling state. It was against this background that on 7 April 2013 Ms Riley came to have a tentative discussion about possible settlement of the litigation with Mr Aidiniantz.
APRIL – MAY 2013
On 7 April 2013 Ms Riley and Mr Aidiniantz met up unexpectedly at their mother's home at 1 Parkgate Road. Mr Aidiniantz was particularly upset about being estranged from his mother and was attempting to see her. By chance Ms Riley was there. After a rather heated altercation, Mr Aidiniantz and Ms Riley went to a nearby café for a discussion. It was there that the notion of resolving all the disputes and restoring family harmony came to be put forward. It would seem that the discussions in the café were considered by both parties to be potentially productive. They both returned together to 1 Parkgate Road where there was in Ms Riley's words an "emotional reunion" or, as Mr Aidiniantz put it, a desire to "heal our wounds". Ms Riley and Mr Aidiniantz agreed to meet for lunch at a club, Home House, the following day in order to explore further the possibility of compromise. In the meantime Ms Riley and Ms Decoteau spoke on the telephone about what might be an acceptable settlement.
Over lunch on 8 April 2013 there were wide ranging and apparently harmonious discussions over how to resolve all points of contention. I need not recite all points discussed since, immediately following the lunch, Mr Aidiniantz sent an email to his solicitors, and it is common ground that this email accurately covers the ground apart from one matter relating to a Mr Tariq Siddiqi. He was a gentleman who had been providing some assistance to members of the family but against whom Mr Aidiniantz had taken great exception. Mr Aidiniantz had even published a website containing highly derogatory statements about Mr Siddiqi but which he now said he would take down at Ms Riley's request.
I should refer in some detail to Mr Aidiniantz's email of 8 April 2013 to his solicitor which he copied to Ms Riley. This is because the points covered in this email formed the basis of all future communications. Whether or not a concluded binding settlement agreement was reached on 8 April 2013, as Ms Riley believes, there is no doubt that Mr Aidiniantz and Ms Riley were broadly in agreement. The email is headed "WITHOUT PREJUDICE" and commences with a request for "this proposed agreement" to be kept confidential. It goes on:
Further to my meeting with Linda Riley this afternoon, the basis of the settlement was agreed as follows: There will be a stay of all proceedings for one month to enable the legal paper work to be completed.
1) £1 million will be paid to Linda,
2) £1 million will be paid to Jennifer Decoteau
Jennifer will be paid from the proceeds of the monies paid into court —£535,000 plus £175,000 held by Edwin Coe + £290,000 cash. So the sooner the settlement and legal paperwork is signed the better.
Linda Riley to be paid £1 million by Rollerteam Ltd, spread over 12 months from the date of settlement – but payable by the summer of 2014 if not before.
The email continues:
1 Parkgate Road London SW1l 4NL
Rollerteam Ltd will be granted the beneficial ownership over 1 Parkgate Road London SW1l 4NL in order to justify the payment to Linda Riley of £1 million.
Linda will inform me of mortgage account details on this property and will be reimbursed for the mortgage payments made since September 2012, plus £4,000 per month from September 2012 for the household expenses she has incurred in relation to looking after Grace Aidiniantz and paying household bills.
Rollerteam Ltd will henceforth take over all mortgage payments on this property and will endeavour to obtain funding via the museum to redeem Linda's mortgage at the earliest opportunity.
30 Wimbledon Road SW17 [Ms Decoteau's...
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