Thane Investments Ltd & Ors v Tomlinson & Ors, Court of Appeal - Chancery Division, May 26, 2006, [2006] EWHC 1182 (Ch)
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Thane Investments Ltd & Ors v Tomlinson & Ors, Court of Appeal - Chancery Division, May 26, 2006, [2006] EWHC 1182 (Ch)
Neutral Citation Number: [2006] EWHC 1182 (Ch)
Case No: HC02C1377IN THE HIGH COURT OF JUSTICECHANCERY DIVISIONRoyal Courts of JusticeStrand, London, WC2A 2LLDate: 26 May 2006Before :THE HONOURABLE MR JUSTICE HART- - - - - - - - - - - - - - - - - - - - -Between :- - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - -Mr. Mark Blackett-Ord (instructed by Messrs. Philip Ross) for the Claimants. Mr Andrew Latimer (instructed by Messrs. Halliwells) for the Defendants. Hearing dates: 20,21,22,23,24,27,28 February 2006- - - - - - - - - - - - - - - - - - - - -JudgmentMr Justice Hart: 1. The issues in this action which I have tried are (with one exception) limited to those which arise between the third claimant (``Astim'') on the one hand and the third and fourth defendants (respectively ``Mr Wagner'' and ``GAHL'') on the other and concern the entitlement of GAHL to remain in possession as lessee of a property known as The Grant Arms Ramsbottom, near Manchester.2. Those issues have arisen in the context of a much wider dispute. Astim is the wholly owned subsidiary of the second claimant (``Denbrae'') which is in turn the wholly owned subsidiary of the first claimant (``Thane''). 248,998 shares of the issued share capital of 250,000 shares of Thane has at all material times been owned by the trustees of a private trust established by a Mr Derek Barnes on 31st March 1973 with an original cash sum of £250,000. The original trustees included the first defendant (``Mr Tomlinson'') and the sixth defendant (``Mr Bretherton''). Those trustees also became directors of Thane.3. It appears that, as a result of the trustees' having incurred liabilities in connection with certain property transactions, Mr Derek Barnes came to believe that the trust was for practical purposes defunct as from some point in the mid 1970s. In fact it was not. While the trustees did remain (subject to the effect of the Limitation Act) under considerable liabilities, they were nevertheless able through Thane to continue operating in the property market. No accounts were, however, ever rendered to the beneficiaries of the trust (Mr Barnes' three children) nor were any distributions made to them. Mr Barnes and his children appear to have remained blithely unaware of the continued active existence of the trust until some point in the late 1990s. By that time the dominant force amongst the trustees was Mr Tomlinson. He in turn had introduced a business associate, Mr Giles Knopp (``Mr Knopp'') to the boards of Thane, Denbrae and Astim. By the time with which I am concerned the only directors of each of these companies consisted of these two gentlemen.4. In 1999 Mr Barnes, having become aware of the existence of the trust, commenced proceedings against the then trustees for their removal. The trustees responded with their own application to the court for directions. Both sets of proceedings came on for hearing before Laddie J. and were then, on the second day of the trial, compromised on terms which were contained in a consent order dated 11th July 2000. That provided for the trustees to retire by 4.00 p.m. on 14th July 2000, for Mr Tomlinson to retire as a director of Thane on 28th July 2000, and for Mr Tomlinson to use his reasonable endeavours to procure the resignation of Mr Knopp on that date. Mr Tomlinson also gave an undertaking to the court:``forthwith(a) to cease all drawing from Thane and taking all benefits from Thane(b) no...See the full content of this document
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