Rolls Building, Fetter Lane,
London EC4A 1NL
B e f o r e :
| ROLLERTEAM LIMITED
|- and –
Neil Hext QC and Tom Shepherd (instructed by Smithfield Partners Limited) for the Defendant and Third Party
Hearing dates: 13 and 14 February 2018
Crown Copyright ©
Chief Master Marsh:
"5. There be an inquiry before the Master ("the Inquiry") to establish what amount, if any, is due to the Defendant and Third Party from the Second Claimant in respect of the promises identified in paragraph 47 of the judgment."
"47. As far as the Counterclaim is concerned, I see no reason why Ms Decoteau should not be paid the balance of £700,000 which Mr Aidiniantz undertook would be paid to her. Similarly, Mr Aidiniantz undertook that £1 million would be paid by Rollerteam to Ms Riley. I had no information about other sums payable under the settlement and the parties were agreed that I should direct an inquiry before the Master to establish what, if anything, is due from Mr Aidiniantz on his promises that:
(1) Rollerteam would pay the legal costs borne by Ms Riley in the litigation;
(2) Ms Riley would be reimbursed all mortgage payments for 1 Parkgate Road since September 2012;
(3) Mr Aidiniantz would pay all mortgage payments due for 1 Albion Mews from 11 April 2013 together with any arrears due as at that date;
(4) Ms Decoteau would be reimbursed all mortgage payments on 30 Wimbledon Road London SW17 until she receives the balance of the £1 million;
(5) Ms Riley would be paid £4,000 per month from September 2012 to April 2013 in reimbursement of household expenses and household bills at 1 Parkgate Road."
(1) Ms Riley was the registered proprietor of 1 Albion Mews. It was occupied by Mr Aidiniantz. It has now been sold.
(2) Ms Riley was the registered proprietor of 1 Parkgate Road. It was occupied by Grace (mother to Mr Aidiniantz, Ms Riley and Ms Decoteau) and her son Stephen Riley.
(3) Ms Riley was the registered proprietor of 30 Wimbledon Road. It was occupied by Ms Decoteau. It has since been sold.
(4) Rollerteam (the first claimant) owns the Sherlock Holmes Museum ("the Museum") in Baker Street. The shares in Rollerteam were held by Mr Aidiniantz but they have been gifted to his wife.
(5) Sherlock Holmes International Society Limited (a company limited by guarantee) was set up to receive receipts from the sale of tickets paid by visitors to the Museum. It was controlled by Grace and Ms Riley. It is referred to either as "SHIS" or "the Society".
(6) In the dispute for control of the Museum between the members of the family, Mr Aidiniantz was on one side of the dispute and Grace, Ms Riley and Ms Decoteau were on the other side.
"(1) Was there a concluded binding compromise of the litigation reached on (a) 8 April 2013 or (b) 11 April 2013 or (c) by 22 May 2013 and, if so, on what terms?" [my emphasis]
"38. Whilst I am not prepared to find that there was a concluded settlement of the litigation on 8 April 2013, I am satisfied that a concluded contract came into existence on 11 April 2013. The terms of the contract were those which had been set out in Mr Aidiniantz's email of 8 April 2013 to his solicitor and copied to Ms Riley as amplified by the provisions of the formal documents signed on 11 April 2013."
(1) What is the scope of the promise? Does it include (a) only legal costs Ms Riley was liable to pay before the promise was made or (b) costs she became liable to pay subsequently?
(2) What is the meaning of "borne".
(3) What is the meaning of "the litigation".
(4) What is the effect, if any, of the consent order dated 11 April 2013 that forms part of the settlement agreement?
(5) Did the payment of £172,998.75 which Mr Aidiniantz procured in June 2013 discharge his obligation under the promise?
(6) How much, if anything, is Mr Aidiniantz liable to pay?
Rollerteam Ltd will pay the legal costs of SHIS and Linda Riley in the respective proceedings."
"Basically you should throw [Smithfield] and Tariq off the scent by saying that there has not been any type of settlement and I have simply done a dirty – and say to them that you can't afford to fund mum's claim anyway.
They obviously shouldn't cotton on that you or Jenny have received any money as it is not their business to know anything and if they knew anything you can be sure that Tariq would know, which would not be a good idea."
"On the question of payments can you get all the Smithfield bills up to date and indicate on them what bills have been paid by you and leave the unpaid bills separately unmarked so I know those have to be paid. Keep copies for your own interest."
"2. In acting for the Clients in relation to the Court Proceedings, we incurred and are incurring substantial fees which are payable by the Clients but it was acknowledged by you upon commencement of the proceedings (and by course of conduct during proceedings by you paying fees on behalf of the Clients and in various conversations with Nick Foster of this firm) that you, , would underwrite the fees incurred by the Clients." [sic]
"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."
Subject to reimbursement by or on behalf of the Beneficiary the Owner shall:
(a) pay all amounts due by way of mortgage interest or mortgage capital or otherwise payable under or in connection with any mortgage secured on the Property (Mortgage); and
(b) comply with the terms and conditions of any Mortgage."
"It may be that some declaratory relief could also be appropriate in respect of future payments on 1 Parkgate Road and 1 Albion Mews. I will hear Counsel on this. However, I am conscious that compliance with what was envisaged by the settlement in this respect is not a matter within the sole power of Mr Aidiniantz himself. Possibly, if in future Mr Aidiniantz does not meet his commitments when they fall due, a pecuniary remedy may then become appropriate."
(1) He alleges that Ms Decoteau expressed an intention, at the time the settlement was made, to buy the property from Ms Riley when she received the sum due to her and to obtain a mortgage. This is denied by both Ms Decoteau and Ms Riley. Mr Aidiniantz seeks to spell out from the agreement an obligation that is limited in two ways. First, reimbursement is limited to the mortgage payments made by Ms Riley between September 2012 and April 2013. Secondly, after that date, the obligation was to pay Ms Decoteau's mortgage instalments until she received her money.
(2) The obligation is to reimburse Ms Decoteau and no one else. If, in the event, the payment was made by Ms Riley, there is no liability to pay.
Note 1 At paragraph 6 of the judgment the Deputy Judge noted that as at April 2013, there were four sets of proceedings on foot. They are summarised in that paragraph. He defines them compendiously as “the litigation”. [Back] Note 2 At this stage the agreement was on the cusp of being concluded and on one analysis was concluded by the time the exchange of emails was complete. [Back]
Note 1 At paragraph 6 of the judgment the Deputy Judge noted that as at April 2013, there were four sets of proceedings on foot. They are summarised in that paragraph. He defines them compendiously as “the litigation”. [Back]
Note 2 At this stage the agreement was on the cusp of being concluded and on one analysis was concluded by the time the exchange of emails was complete. [Back]