Stephen Ronald Harris and Another v Charles Charalambous
| Jurisdiction | England & Wales |
| Judge | His Honour Judge Seymour,His Honour Judge Seymour QC |
| Judgment Date | 07 June 2013 |
| Neutral Citation | [2013] EWHC 1317 (QB) |
| Docket Number | Case No: HQ12X00291 |
| Court | Queen's Bench Division |
| Date | 07 June 2013 |
[2013] EWHC 1317 (QB)
IN THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
Royal Courts of Justice
Strand, London, WC2A 2LL
His Honour Judge Seymour QC
(Sitting as a Judge of the High Court)
Case No: HQ12X00291
Nicholas Yell (instructed by Redferns Ltd., trading as Quality Solicitors Redferns) for the claimants
Simon Brilliant (instructed by Griffin Law) for the defendant
Hearing dates: 13, 14 and 15 May 2013
Approved Judgment
I direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.
His Honour Judge Seymour QC
Introduction
The first claimant in this action, Mr. Stephen Harris, is, by trade, a builder and property developer. The second claimant, Mr. Alec Symeoudis, is the brother-in-law of Mr. Harris. Mr. Symeoudis has had a varied career. At one point he ran a minibus company providing a service to a school. That ceased in about 2002, when Mr. Symeoudis began work as a builder, principally for a company called Epon Ltd. ( "Epon"), which was incorporated on 13 November 1997 and in which he, Mr. Harris, and Mr. Harris's wife, Dominique, Mr. Symeoudis's sister, were the shareholders. However, at the end of 2012 Mr. Symeoudis gave up work as a builder and returned to driving, this time as a courier.
The defendant, Mr. Charles Charalambous, has described himself in the past, falsely, as an architect. He is not, and never has been, registered as an architect, and he has no architectural qualifications. These matters notwithstanding, at the times relevant to the background to this action Mr. Charalambous undertook the design of the construction of new buildings, or of the conversion of existing buildings, and seemed to have a degree of facility in obtaining planning permission for proposed developments.
Mr. Harris and Mr. Symeoudis came to know Mr. Charalambous through a common interest in football. All three played football at Muswell Hill in London. It seems that towards the end of 1996 they discussed a proposal first raised by Mr. Charalambous that they jointly undertake the redevelopment of a property known as and situate at 26, Barnsbury Road, London N1. That property was purchased by a company called Hermes Real Estate Ltd. ( "Hermes") which was controlled by Mr. Harris and Mr. Symeoudis. The redevelopment of the property at 26, Barnsbury Road was successful. In due course a number of other properties were acquired and redeveloped. The purchasing entity for these other properties was Epon. The properties which were purchased by Epon and then redeveloped were respectively known as and situate at 154, Tottenham Road, London N1; 55A, Barnsbury Street, London N1 ( "the Barnsbury Property"); 65 A and B, Northchurch Road, London N1 ( "the Northchurch Property"); and 3, Ardleigh Road, London N1. The redevelopment of these various properties took place between about 1996 and about 2000. The terms upon which the parties participated in the redevelopment of the relevant properties seem to have been somewhat vague. It was common ground that it was agreed that the net profit resulting from any redevelopment of a particular property was to be split 50:50 between Mr. Harris and Mr. Symeoudis, on the one hand, and Mr. Charalambous, on the other. However, by the time of the trial before me there was a disagreement as to whether, as he contended, Mr. Charalambous was entitled to charge fees for the work which he did in connection with any particular development, such fees to be deducted before calculating the net profit of which he was also to receive 50%, or whether, as was contended by Mr. Harris and Mr. Symeoudis, what entitled Mr. Charalambous to 50% of net profits was the work which he did, and he was not entitled in addition to charge fees for his work.
In about 2001 Mr. Harris and Mr. Charalambous agreed to undertake the development of the property known as and situate at 394, Camden Road, London N1. A company, Aegis Fine Homes Ltd. ( "Aegis") was formed to undertake the development. Mr. Harris and Mr. Charalambous were both issued shares in Aegis, 49% of the shares issued being allocated to Mr. Harris and the balance to Mr. Charalambous. In the first instance both Mr. Harris and Mr. Charalambous were appointed directors of Aegis. Mr. Charalambous procured the dismissal of Mr. Harris as a director of Aegis sometime, I think, in February 2011.
From, it appeared, sometime in 2006 relations between Mr. Harris and Mr. Symeoudis, on the one hand, and Mr. Charalambous, on the other, cooled. Attention, at least on the side of Mr. Harris and Mr. Symeoudis, was then focused on the state of accounts as between them and Mr. Charalambous. For the purposes of this judgment it is not necessary to go into any detail, but during the period in which the claimants and Mr. Charalambous had been working together on the development of the properties which I have mentioned the freehold interest in the Barnsbury Property and the freehold interest in the Northchurch Property had been transferred to Ms Annette Bergen, Mr. Charalambous's partner of the time, and there had been other dealings the result of which was that Mr. Harris and Mr. Symeoudis contended that Mr. Charalambous owed them money consequent upon the division of the net proceeds of the various developments. It was common ground that the development undertaken by Aegis was separate from the other developments from the point of view of assessing any entitlement of the claimants to be paid any sum by Mr. Charalambous.
It was also common ground that on 21 February 2008 a meeting took place at the offices of a company of accountants called Evans Mockler Ltd. ( "the Accountants"). The meeting was attended by Mr. Harris, Mr. Symeoudis, Mr. Charalambous and Mr. Michael Evans of the Accountants. Following the meeting Mr. Evans wrote a letter dated 11 March 2008 ( "the Accountants' Letter") to the other participants in the meeting. In his letter Mr. Evans said:-
" Dear Gentlemen,
Further to the meeting held in my office on Thursday 21 February, I note that the following figures were agreed by all parties:
The sum of £562,000 owed by Charles to Alex and Stephen jointly. This was to be paid by an up front payment of £100,000 the balance being shares in the new hotel business in Crete."
Very shortly after the date of that letter Mr. Symeoudis travelled to Crete, where Mr. Charalambous was then living, to see him. It appeared that Mr. Symeoudis had taken with him a typed document ( "the Promissory Note"), as well as a copy of the Accountants' Letter. Mr. Charalambous contended that the first time he had seen the Accountants' Letter was when Mr. Symeoudis produced a copy of it in Crete, and that may well be correct. In the typed form what the Promissory Note said was:-
" Promissory Note
I, Charles Charalambous of 79A Highbury New Park,
London N5 2EU
passport number
agree to repay the total sum of
£562,000.00 (five hundred and sixty two thousand pounds)
To
Stephen Ronald Harris of 101 Derwent Road, London N13 4QA
&
Alec Louis Symeoudis of 39 The Limes Avenue London N11
Signed Witness
Dated"
It was not in dispute before me that Mr. Symeoudis and Mr. Charalambous went with the Promissory Note on 15 March 2008 to see a lawyer in Chania, Crete, where Mr. Charalambous signed it in the presence of the lawyer, who witnessed the signature and applied a stamp recording his own details. Both the signature of Mr. Charalambous and the signature of the lawyer were dated 15 March 2008, in English. Before signing Mr. Charalambous inserted the number of his passport beside the words "passport number" on the Promissory Note. Mr. Charalambous also added, between the line in which the sum of £562,000 was set out and the line in which Mr. Harris's name and address appeared, these words:-
" This is to be paid by an up front payment of £100,000 the balance being shares in the new hotel business in Crete, or, otherwise in the case of my death as direct payment in the execution of my will."
The addition of the latter words had the effect that the Promissory Note as signed by Mr. Charalambous largely coincided in its effect with what Mr. Evans had written in the Accountants' Letter.
Mr. Charalambous never responded to the Accountants' Letter or, prior to the commencement of this action, sought to challenge the accuracy of what it appeared to record.
The anticipated "new hotel business in Crete" was never undertaken, no company was ever formed with a view to undertaking such business, and no shares in any such business were ever allocated to Mr. Harris or to Mr. Symeoudis.
No sum was paid by Mr. Charalambous to Mr. Harris or to Mr. Symeoudis in consequence of the Accountants' Letter or the Promissory Note, although Annette Bergen did pay an amount, to which I shall come, in cash to Mr. Harris and Mr. Symeoudis in respect of which it was accepted by the end of the trial credit should be given. On any view the amount handed over was well short of £100,000.
In the result this action was commenced by a claim form issued on 25 January 2012.
By the commencement of the trial it had been accepted on behalf of Mr. Harris and Mr. Symeoudis that the Promissory Note was not a document which fell within the definition of a promissory note contained in Bills of Exchange Act 1882 s.83(1). Initially the principal claim advanced on behalf of Mr. Harris and Mr. Symeoudis in the Particulars of Claim had been upon the Promissory Note on the basis that it in fact was a promissory note falling within the statutory definition. However, the Particulars of Claim included alternative claims put in this way:-
" 5....
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