Timothy Fulstow & Anor v Jeremy Francis
| Judge | DAVID STONE |
| Neutral Citation | [2024] EWHC 2122 (Ch) |
| Year | 2024 |
| Court | Chancery Division |
| Counsel | Mr James Petts,Ms Georgia Purnell |
| Date | 14 August 2024 |
Neutral Citation Number: [2024] EWHC 2122 (Ch)
Claim No: PT-2021-001033
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
PROPERTY, TRUSTS AND PROBATE LIST (ChD)
The Rolls Building
7 Rolls Buildings
Fetter Lane
London EC4A 1NL
Date: 14 August 2024
Before :
DAVID STONE
(sitting as a Deputy High Court Judge)
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Between :
(1) TIMOTHY FULSTOW
(2) ROBERT WOODS
Claimants
- and –
JEREMY FRANCIS
Defendant
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- - - - - - - - - - - - - - - - - - - - -
Mr James Petts (instructed by Murray Hay Solicitors) for the Claimant
Ms Georgia Purnell (instructed by DAC Beachcroft) for the Defendant
Hearing dates: 10, 11, 12, 14 and 19 June 2024
- - - - - - - - - - - - - - - - - - - - -
APPROVED JUDGMENT
David Stone (sitting as a Deputy High Court Judge)
Approved Judgment
Fulstow and Woods v Francis
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.
This judgment is to be handed down by the deputy judge remotely by circulation to the parties’
representatives by email and release to Bailii. The date for hand-down is deemed to be 14 August 2024.
Page 2
David Stone (sitting as a Deputy High Court Judge)
Approved Judgment
Fulstow and Woods v Francis
David Stone (sitting as Deputy High Court Judge):
1. The Claimants, Mr Timothy Fulstow and Mr Robert Woods, claim declarations as to
their beneficial interest in shares in Capital Land (EDA) Swindon Limited (Capital
Land) held by the Defendant, Mr Jeremy Francis. Capital Land owns development
land near Swindon known as New Eastern Villages (NEV). The NEV project is
described as “the largest and most important urban regeneration development within
the UK” – it is intended to include up to 12,000 homes.
2. It is not contested that Mr Fulstow organised a payment of £35,000 on 30 November
2015. It is also not contested that Mr Woods paid £25,000 on 30 November 2015.
What is hotly contested is what those payments were for (and, in the case of Mr
Fulstow, by whom the payment was made). This case is therefore largely about the
events leading up to and following those two payments.
3. Mr James Petts instructed by Murray Hay Solicitors appeared for the Claimants. Ms
Georgia Purnell instructed by DAC Beachcroft appeared for the Defendant.
The Parties’ Positions in Outline
4. The Claimants’ position at trial was that following a number of meetings and
telephone calls in the days prior to 30 November 2015, Mr Francis made declarations
of trust in the Claimants’ favour in consideration of the sums they invested in Capital
Land. The Claimants say that these declarations of trust were made in two emails
from Mr Francis on 29 November 2015, in terms that differed only as to the amounts
to be paid, and the percentage shareholding to be granted (Mr Fulstow’s email
included the higher payment and the higher percentage shareholding). The emails
read:
“Further to our telephone conversation and various discussions
concerning the above I can confirm that I have agreed to provide you
with a 25%/7% shareholding (or other such arrangements as may be
agreed between us in lieu of this) in [Capital Land].
I can confirm that upon receipt of £35,000/£25,000 into the account
of Capital Land Property Group Limited I will hold 25%/7% of the
shares in [Capital Land] on Trust for you or your nominee and
prepare the relevant share transfer form to be held to your order, a
copy of which will be emailed to you upon receipt of the funds.”
5. The email to Mr Woods was copied to Mr Fulstow, but the email to Mr Fulstow was
not copied to Mr Woods.
6. The Claimants seek declarations of their respective beneficial interests in the shares of
Capital Land and an order that Mr Francis execute a stock transfer form transferring
to them the shares in which they claim beneficial ownership. In addition to the 25%
and 7% of the shares in Capital Land, the Claimants also claim 25% and 7%
respectively of B preferred ordinary shares issued in Capital Land to Mr Francis on 10
June 2016 based on Mr Francis’ duties as a trustee of the shares and the rule against
self-dealing.
Page 3
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