Roadchef (Employee Benefits Trustees) Ltd v Hill & Anor

Roadchef (Employee Benefits Trustees) Ltd v Hill & Anor

The transfer of shares from EBT1 to EBT2 was void as it was outside the scope of the trust power and effected for an improper purpose, namely to benefit Mr Ingram Hill personally. The trustees of EBT1 did not consider the relevant criteria or act for the benefit of their beneficiaries. Mr Ingram Hill was not a bona fide purchaser for value without notice. He is liable to account to REBTL for the traceable proceeds of the shares, subject to deduction for necessary expenses. The trustees of EBT2 are similarly liable. Relief from liability is refused. The claim in deceit is not made out, but the proprietary and personal remedies in equity are available.

Parties
Claimant: Roadchef (Employee Benefits Trustees) Limited; First Defendant: Timothy Ingram Hill; Second Defendants: Timothy Ingram Hill, Sarah Ingram Hill and John Reginald Hurdley (as trustees of the trust formerly known as the Roadchef Employee Benefits Trust (No 2))
Jurisdiction
England and Wales
Judgment Date
29 January 2014
Procedural Posture
Civil (trusts/fiduciary) / High Court Judgment
Outcome
Claim allowed in part; transfer declared void; proprietary and personal remedies granted against defendants; quantum to be determined on taking of account.
Legal Topics
Breach of Trust, Breach of Fiduciary Duty, Constructive Trust, Dishonest Assistance, Deceit, Mistake in Equity, Tracing, Remedies for Breach of Trust
Trusts Law Fiduciary Law Company Law Breach of Trust Breach of Fiduciary Duty Constructive Trust Dishonest Assistance Deceit +3 more

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Parties

Roadchef (Employee Benefits Trustees) Limited

Claimant

Timothy Ingram Hill

First Defendant

Timothy Ingram Hill, Sarah Ingram Hill and John Reginald Hurdley (as trustees of the trust formerly known as the Roadchef Employee Benefits Trust (No 2))

Second Defendants

Procedural Posture

Civil (trusts/fiduciary) / High Court Judgment

Legal Issues

  1. 1 Whether the transfer of shares from EBT1 to EBT2 was void, voidable, or valid under the trust deed and general law;
  2. 2 Whether Mr Ingram Hill breached fiduciary duties and/or acted for an improper purpose;
  3. 3 Whether the transfer was effected for an improper purpose or by mistake;

Ratio Decidendi

The transfer of shares from EBT1 to EBT2 was void as it was outside the scope of the trust power and effected for an improper purpose, namely to benefit Mr Ingram Hill personally. The trustees of EBT1 did not consider the relevant criteria or act for the benefit of their beneficiaries. Mr Ingram Hill was not a bona fide purchaser for value without notice. He is liable to account to REBTL for the traceable proceeds of the shares, subject to deduction for necessary expenses. The trustees of EBT2 are similarly liable. Relief from liability is refused. The claim in deceit is not made out, but the proprietary and personal remedies in equity are available.

Court Disposition

Claim allowed in part; transfer declared void; proprietary and personal remedies granted against defendants; quantum to be determined on taking of account.

Orders

  • Declaration that the transfer of shares from EBT1 to EBT2 was void and of no effect;
  • Order that Mr Ingram Hill and the trustees of EBT2 account to REBTL for the traceable proceeds of the disputed shares, subject to deduction for necessary expenses;