Rollerteam Ltd and Another v Riley

JurisdictionEngland & Wales
JudgeLord Justice Henderson,Lord Justice David Richards,Lord Justice Tomlinson
Judgment Date16 December 2016
Neutral Citation[2016] EWCA Civ 1291
Docket NumberCase No: A3/2015/2036
CourtCourt of Appeal (Civil Division)
Date16 December 2016

[2016] EWCA Civ 1291



Robert Englehart QC (Sitting as a Deputy High Court Judge)


Royal Courts of Justice

Strand, London, WC2A 2LL


Lord Justice Tomlinson

Lord Justice David Richards


Lord Justice Henderson

Case No: A3/2015/2036

(1) Rollerteam Limited
First Claimant
(2) John Aidiniantz
Second Claimant/Appellant
(1) Linda Riley
(2) Jennifer Decoteau
Third Party/Respondent

Mr Hugh Sims QC and Mr Matthew Brown (instructed by Gordon Dadds LLP) for the Appellant

Mr Neil Hext QC and Mr Joshua Folkard (instructed by Smithfield Partners Limited) for the Respondents

Hearing date: 2 November 2016

Approved Judgment

Lord Justice Henderson



The sole issue on this appeal is whether an agreement intended to settle bitter family litigation was void for failure to comply with section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989 ("the 1989 Act"). As is well known, section 2(1) of the 1989 Act provides that:

"A contract for the sale or other disposition of an interest in land can only be made in writing and only by incorporating all the terms which the parties have expressly agreed in one document or, where contracts are exchanged, in each."


The agreement in question was made on 11 April 2013. The parties to the agreement included the appellant, John Aidiniantz, his wholly-owned company Rollerteam Limited ("Rollerteam"), and his half-sisters, Linda Riley and Jennifer Decoteau, who are the respondents to the appeal. Among other things, the agreement provided for Ms Riley to execute two declarations of trust (one in favour of Mr Aidiniantz, and the other in favour of Rollerteam) over two London properties of which she was the sole registered proprietor. In return, Mr Aidiniantz was to make payments of £1 million to each of Ms Riley and Ms Decoteau, and undertake various other financial obligations. The overall purpose of the agreement was to settle four separate sets of legal proceedings in which the family had sadly become embroiled.


It is no longer in dispute that Ms Riley duly executed the two declarations of trust in favour of Mr Aidiniantz and Rollerteam on 11 April 2013. Mr Aidiniantz, however, paid only £300,000 to Ms Decoteau out of the £2 million which, under the terms of the agreement if it was valid, he was obliged to pay his half-sisters. Having apparently obtained the benefit of the declarations of trust, Mr Aidiniantz contended for the first time in or around August 2013 that no concluded settlement agreement had ever been reached, with the result that he was under no enforceable obligation to pay the remaining £1.7 million. Mr Aidiniantz then maintained this contention down to the trial of the present action.


If section 2 of the 1989 Act applied to the settlement agreement, it is now common ground that the formal requirements of the section were not satisfied and that the agreement was void. The judge below (Mr Robert Englehart QC, sitting as a Deputy Judge of the Chancery Division) held that the agreement did not fall within the scope of section 2, and therefore gave judgment in favour of Ms Riley and Ms Decoteau for the outstanding £1.7 million owed to them by Mr Aidiniantz. The judgment was given on their counterclaim, because the present action had been started by Mr Aidiniantz and Rollerteam in January 2014, seeking declarations that the two declarations of trust were valid and binding on Ms Riley. Following a 7 day trial in April 2015, the deputy judge handed down his judgment on 4 June 2015. By his order of the same date, he granted the declarations sought by the claimants, ordered Mr Aidiniantz to pay £1 million to Ms Riley and £700,000 to Ms Decoteau together with interest, and also ordered him to pay them 75% of their costs of the proceedings on the standard basis, with a payment on account of those costs in the sum of £250,000. The judge also made various consequential orders to which it is unnecessary to refer.


Mr Aidiniantz now appeals to this court, with permission granted by Lewison LJ on 24 July 2015. The three grounds of appeal for which permission was granted all relate in different ways to the judge's conclusion that section 2 did not apply to the agreement. Lewison LJ refused permission to appeal on a further ground which sought to challenge some of the judge's findings of fact. This refusal was upheld by Simon LJ at an oral hearing on 13 April 2016.


The parties have been represented on the appeal, as they were below, by Mr Hugh Sims QC appearing with Mr Matthew Brown for Mr Aidiniantz, and Mr Neil Hext QC (appearing with Mr Joshua Folkard in this court, and with Mr Hamid Khanbhai below) for the respondents.

Background facts


For the purposes of this appeal, the relevant background facts may be briefly stated. The following account is largely taken from the judgment below, of which the neutral citation reference is [2015] EWHC 1545 (Ch).


Rollerteam was originally incorporated by Mr Aidiniantz in 1984, to effect leaflet distribution on roller skates, but in 1989 he used it as a vehicle for the purchase of 239 Baker Street in central London. His plan was to use the property to found a Sherlock Holmes museum, the fictional detective having lived at 221B Baker Street. The property was acquired with deposit money provided by Mr Aidiniantz's mother, Mrs Grace Aidiniantz.


The museum was then founded, and over the years it developed into a successful business. The judge found that, 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". The family members involved were Grace Aidiniantz, her son John (the appellant), and her three children by a different marriage, namely Ms Riley, Ms Decoteau and Mr Stephen Riley.


In 2004, a company called Sherlock Holmes International Society Limited ("SHIS") was founded as a not-for-profit company in order to take advantage of the value added tax exemption on ticket sales for cultural bodies. At various times, Grace Aidiniantz, Ms Riley, Ms Decoteau and Mr Stephen Riley served as directors of SHIS.


The breakdown in family relations dates back to September 2012. Until then, the cash takings from admission receipts to the museum had been taken each evening to Mrs Aidiniantz's home at 1 Parkgate Road in Battersea. Mr Aidiniantz would then decide whether the money was to be placed in one or other of the business bank accounts or retained as cash. In September 2012 Mr Aidiniantz formed the view that the cash takings were not being properly accounted for, and 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. Mr Aidiniantz then commenced legal proceedings and obtained a freezing order against Ms Riley. Ms Decoteau and Stephen Riley were also joined to the action. In October 2012, Ms Riley secured the release of the freezing order by paying £175,000 into a solicitors' joint account. I will call this action "the Rollerteam action".


Mr Aidiniantz's resort to litigation led to the institution of further legal proceedings by other members of the family. First, Ms Riley commenced proceedings for the possession of a property at 1 Albion Mews, London W2, of which she was the registered owner, although Mr Aidiniantz lived there ("the possession action"). In the possession action, Mr Aidiniantz claimed that the house was held by Ms Riley on trust for him. Secondly, SHIS (at the instigation of Ms Riley and Ms Decoteau) commenced proceedings against Mr Aidiniantz and Rollerteam (as well as two other subsidiaries of Rollerteam), alleging that Mr Aidiniantz had been misappropriating the funds of SHIS. In December 2012, a freezing order was granted in favour of SHIS, and Mr Aidiniantz was ordered to pay into court a cash sum of £535,000 which he was holding at his home. A subsequent attempt by Mr Aidiniantz to have this order set aside was largely unsuccessful. I will call this action "the SHIS action". Finally, Grace Aidiniantz started an action against her son, Mr Aidiniantz, and Rollerteam, in which she claimed to be the sole beneficial owner of the entire share capital of Rollerteam and the museum business.


Accordingly, there were four sets of proceedings on foot in April 2013:

(1) the Rollerteam action;

(2) the possession action;

(3) the SHIS action; and

(4) Mrs Aidiniantz's claim.

I will follow the judge in referring compendiously to these four sets of proceedings as "the litigation". The judge added that "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.


The judge then described how an unexpected meeting between the two of them on that date led to a reconciliation, and an agreement to meet for lunch on the following day in order to explore further the possibility of compromise. Meanwhile, Ms Riley and Ms Decoteau spoke on the telephone about what might be an acceptable settlement.


Over lunch on 8 April 2013, there were what the judge called "wide ranging and apparently harmonious discussions over how to resolve all points of contention". Immediately after the lunch, Mr Aidiniantz sent an email to his solicitors, copied to Ms Riley, recording the basis of the proposed settlement. This email is important, because the points covered in it formed the basis of all future communications. The judge said that, whether or not (as Ms Riley believed) a concluded binding...

To continue reading

Request your trial
5 cases
  • Tariq Siddiqi v John Aidiniantz
    • United Kingdom
    • Queen's Bench Division
    • 24 May 2019
    ...2 Those interested in that dispute can read more in the judgment of Robert Engelhart QC, sitting as a Deputy High Court Judge, in Rollerteam Ltd v Riley [2015] EWHC 1545 (Ch) (affd [2016] EWCA Civ 1291). That was a case about whether four pieces of litigation had been effectively 3 This i......
  • Lee Hudson v Jayne Hathway
    • United Kingdom
    • Court of Appeal (Civil Division)
    • 14 December 2022 immediate disposition of an interest. Although the distinction has been described as “elusive”, it is nevertheless well settled: Rollerteam Ltd v Riley [2016] EWCA Civ 1291, [2017] Ch 109 (referring to previous 33 For reasons which are difficult to understand, whether section 53 (1) of......
  • Ince Gordon Dadds LLP v Mellitah Oil & Gas BVe
    • United Kingdom
    • Chancery Division
    • 3 May 2022
    ...judgments reported under neutral citations as follows: [2015] EWHC 1545 (Ch), [2016] EWHC 1392 (Ch), [2016] EWHC 1076 (Ch) and [2016] EWCA Civ 1291). There is no ongoing instruction in those cases involving the Deputy and instructions ceased in 2018. The Deputy has asked his clerks to c......
  • Mars Capital Finance Ltd v Mr Zahid Hussain
    • United Kingdom
    • Chancery Division
    • 6 September 2021
    ...the sale or other disposition of interests in land, not to documents which create or transfer legal estates or interests in land: see Rollerteam Ltd v Riley [2017] Ch 109 referring at paragraph 31 to Helden v Strathmore [2011] Bus LR 1592 at paragraphs 27 to 28. Accordingly, any non-compli......
  • Request a trial to view additional results
1 provisions
  • New Hampshire Register Volume 38, Number 02, January 11, 2018
    • United States
    • New Hampshire Register
    • Invalid date
    ...amount of the credit is being amended to include the phase-in permitted by RSA 72:28-b, II as amended by SB 80 in the 2017 session (Laws 2017, Ch. 109:1). 6. (b) Brief description of the groups The group affected is property taxpayers entitled to the all veterans' tax credit. 6. (c) Specifi......

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT