Daniels & Ors v Deville & Ors

Daniels & Ors v Deville & Ors

The joint venture was a hybrid structure governed by the Deed of Dissolution (DoD), not the backdated Confirmatory Joint Venture Agreement (CJV), which was intended to mislead and is disregarded. The DoD governs the winding up, accounting, and distribution of assets. Inter-company loans are repayable as shown in accounts. Loan notes and guarantees are enforceable but subject to set-off and global accounting. The appointment of administrative receivers was valid. No immediate monetary relief is granted; comprehensive accounts and inquiries are ordered to determine final liabilities and entitlements.

Parties
Claimant: Richard Jack Daniels; Claimant: Jacqueline Doris Daniels; Claimant: Martin Gerald Daniels; Claimant: Richard John Daniels; Claimant: Cheryl Patricia Tomline; Claimant: Jennifer Claire Ridley; Claimant: Rosemarie Daniels; Claimant: Pickenham Homes Limited; Defendant: Alan Charles Deville; Defendant: Nigel Lewis; Defendant: Heather Jane Lewis; Defendant: Gisby Harrison (a firm); Defendant: Fawkon Centre Limited; Defendant: Samuel Beadie (Walsworth) Limited; Defendant: Samuel Beadie (Investments) Limited; Defendant: Samuel Beadie (Properties) Limited; Defendant: Stephen Cork; Defendant: Anthony Murphy; Defendant: Richard Daniels Homes Limited; Defendant: Richard Daniels (Hitchin) Limited; Defendant: Richard Daniels Developments Limited; Defendant: DCC (Milton Keynes) Limited; Defendant: EchoPoint Limited; Defendant: Newton Byre Construction Ltd; Defendant: Pickenham Estates Limited; Claimant: Bondor Developments Limited; Claimant: Newton Byre Limited
Jurisdiction
England and Wales
Judgment Date
25 July 2008
Procedural Posture
Civil (multi Claim, Commercial) / Final Judgment After Trial
Outcome
Comprehensive accounts and inquiries ordered; no immediate monetary relief; declarations as to validity of receivership; set-off allowed; all other claims and counterclaims stood over pending accounting.
Legal Topics
Joint Venture Disputes, Partnerships, Shareholder Agreements, Receivership, Loan Notes, Constructive Trusts, Breach of Fiduciary Duty, Fraud, Misrepresentation, Accounting and Inquiries
Commercial Law Company Law Equity and Trusts Insolvency Contract Law Joint Venture Disputes Partnerships Shareholder Agreements +7 more

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Parties

Richard Jack Daniels

Claimant

Jacqueline Doris Daniels

Claimant

Martin Gerald Daniels

Claimant

Richard John Daniels

Claimant

Cheryl Patricia Tomline

Claimant

Jennifer Claire Ridley

Claimant

Rosemarie Daniels

Claimant

Pickenham Homes Limited

Claimant

Alan Charles Deville

Defendant

Nigel Lewis

Defendant

Heather Jane Lewis

Defendant

Gisby Harrison (a firm)

Defendant

Fawkon Centre Limited

Defendant

Samuel Beadie (Walsworth) Limited

Defendant

Samuel Beadie (Investments) Limited

Defendant

Samuel Beadie (Properties) Limited

Defendant

Stephen Cork

Defendant

Anthony Murphy

Defendant

Richard Daniels Homes Limited

Defendant

Richard Daniels (Hitchin) Limited

Defendant

Richard Daniels Developments Limited

Defendant

DCC (Milton Keynes) Limited

Defendant

EchoPoint Limited

Defendant

Newton Byre Construction Ltd

Defendant

Pickenham Estates Limited

Defendant

Bondor Developments Limited

Claimant

Newton Byre Limited

Claimant

Procedural Posture

Civil (multi Claim, Commercial) / Final Judgment After Trial

Legal Issues

  1. 1 Whether the joint venture was a partnership under the Partnership Act 1890 or a hybrid structure
  2. 2 Whether the Deed of Dissolution (DoD) or the Confirmatory Joint Venture Agreement (CJV) governed the winding up of the joint venture
  3. 3 Whether certain assets (Fawkon Walk, Walsworth Road, Squires Close, Cricketers, Elstow, Volvo) were joint venture assets subject to accounting

Ratio Decidendi

The joint venture was a hybrid structure governed by the Deed of Dissolution (DoD), not the backdated Confirmatory Joint Venture Agreement (CJV), which was intended to mislead and is disregarded. The DoD governs the winding up, accounting, and distribution of assets. Inter-company loans are repayable as shown in accounts. Loan notes and guarantees are enforceable but subject to set-off and global accounting. The appointment of administrative receivers was valid. No immediate monetary relief is granted; comprehensive accounts and inquiries are ordered to determine final liabilities and entitlements.

Court Disposition

Comprehensive accounts and inquiries ordered; no immediate monetary relief; declarations as to validity of receivership; set-off allowed; all other claims and counterclaims stood over pending accounting.

Orders

  • Global account and inquiry into the affairs of the joint venture as per the DoD, including all assets, liabilities, and inter-company loans.
  • Inquiry as to whether Elstow and Volvo remained joint venture assets.