COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
CARDIFF DISTRICT REGISTRY
HIS HONOUR JUDGE WYN WILLIAMS Q.C.
CF220126 and 4CF20060
Strand, London, WC2A 2LL
B e f o r e :
LORD JUSTICE LONGMORE
LORD JUSTICE LLOYD
| (1) PHILLIP KENNETH RICHARDSON
(2) WILLIAM RAYMOND WHEELER
|- and -
|RICHARD JOHN BLACKMORE
for Mr Richardson and Mr Wheeler
Ms Sharyn Donnachie (a director) for Capital Cabs Limited
Robin Hollington Q.C. (instructed by D J Murphy) for Mr Blackmore
Hearing dates: 4 and 5 October 2005
Crown Copyright ©
Lord Justice Lloyd:
The factual history
With reference to the meeting we had with Rick recently, as you are aware we have been advised to concentrate on our call centre and to avoid any more acquisitions. However, we have always said that we are flexible and accept that there may be a middle-road somewhere. I asked Rick what he thought would be the ideal solution. He was keen on us buying yours and Ray's share, or if that were not possible he would buy yours and for us to pick up Ray's shares. We have, after a lot of consideration decided to take up the latter, providing of course that Rick agrees to be part of our Call Centre.
Our main area of concern was that of the loss of revenue from the Station Contract, even though as you say, this was replaced by an increase in admin, I believe that your charges are still lower than that of the opposition therefore this still leads to a loss in possible income. Another area of concern for us was due to the lack of technology at Capital Cabs and that there would have to be a substantial investment made in updating the despatch & control room to a Compatible Data System. Without which we would not be able to increase our call base.
After purchasing other Taxi Companies we value a third of your Company at £200,000. (Two Hundred Thousand) 50% to be paid immediately the balance after six months with a provision that everything is as per contract.
We anticipate that you will need time to consider the offer and look forward to hearing from you in due course.
[handwritten:] pp Y Dearden
Computer Cabs plc"
"Each was demonstrated to be unreliable by the process of cross examination or by comparison of their evidence with contemporaneous documents. In this unhappy state of affairs I adopt the approach of accepting the evidence of the principals only when it was supported by cogent evidence or where the probabilities were strongly in its favour".
Mr Blackmore's allegations of unfair prejudice
The judge's findings
The forged letter
"As unworthy as was the conduct of the Petitioner in forging the document I do not think that it could have the effect unilaterally of changing the nature of the relationship between the parties."
"Further, I am satisfied that the Petitioner's conduct towards his fellow shareholders in forging the letter from Computer Cabs plc is not a reason why he should be debarred from relief. Counsel for the first two Respondents did not suggest as much. The words of section 461(1) confer upon the Court a discretion about whether relief should be granted but no case has been put before me to suggest that relief should be refused entirely even though there has been unfairly prejudicial conduct. There is no requirement that the party seeking relief must come with clean hands."
Mr Richardson and Mr Wheeler's grounds of appeal
"that the petitioner notwithstanding his fraudulent conduct was entitled to enforce an equitable obligation of good faith against the First and Second Respondents in respect of the sale of their shares to a third party".
"that the petitioner notwithstanding his fraudulent conduct (including in the course of proceedings) in relation to the forged letter was entitled to obtain relief under section 461 of the Companies Act 1985"
"that the petitioner notwithstanding his fraudulent conduct was entitled to obtain relief under section 461 Companies Act 1985"
The first two grounds of appeal: the forged letter
"equity will not apply the principle about clean hands unless the depravity, the dirt in question, has an immediate and necessary relation to the equity sued for."
The third ground of appeal: exclusion
The Company's appeal: the £60,000 in court
"the directors realised that a substantial gesture of good faith was required in order to establish rapport for further mediation."
"The sum of £60,000 was paid over yesterday to your bank by telegraphic transfer as a gesture of good faith to Mr Blackmore by the Company."
"It is not clear what offer, if any, is being made to [Mr Blackmore] at present and what conditions, if any, are sought to be attached to the payment of £60,000. We ourselves cannot discern any definite offer. Please clarify. In the meantime, please note that the payment is accepted strictly on account of any liability of Mr Cummings and Supatax 2000 Ltd, without any acceptance by our client of any conditions sought to be attached to it."
"It seems to me that in the exercise of my discretion I should order the return of the money … only if I was of the view that the petition was bound to fail and the Company's claim against the petitioner was bound to succeed. I am not of that view."
Lord Justice Longmore