Helen Mary Ross v Andrew John Phillips

Helen Mary Ross v Andrew John Phillips

The declaration of trust was invalid as it represented a change in the nature of the Old LLP’s business and was not made with unanimous consent as required by regulation 7(6) of the Limited Liability Partnerships Regulations 2001. There was no valid LLP agreement displacing the default rule, and the purported appointment of the Old Company as a member was not validly made. The claim is not barred by limitation due to concealment of relevant facts, nor is it an abuse of process.

Parties
Claimant: Helen Mary Ross on behalf of HRP Complete Solutions LLP; First Defendant: Andrew John Phillips; Second Defendant: HRP Complete Solutions (Kent) LLP; Third Defendant: HRP Complete Solutions LLP; Fourth Defendant: Bond 58 Homes Limited
Jurisdiction
England and Wales
Judgment Date
08 January 2025
Procedural Posture
Derivative Claim / Final Judgment
Outcome
Claim allowed
Legal Topics
Ownership of Property, Declaration of Trust, Limited Liability Partnership Regulations, Undue Influence, Abuse of Process, Limitation Period
Property Law Trusts Law Partnership Law Civil Procedure Ownership of Property Declaration of Trust Limited Liability Partnership Regulations Undue Influence +2 more

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Parties

Helen Mary Ross on behalf of HRP Complete Solutions LLP

Claimant

Andrew John Phillips

First Defendant

HRP Complete Solutions (Kent) LLP

Second Defendant

HRP Complete Solutions LLP

Third Defendant

Bond 58 Homes Limited

Fourth Defendant

Procedural Posture

Derivative Claim / Final Judgment

Legal Issues

  1. 1 Whether the declaration of trust transferring beneficial ownership of properties from the Old LLP to the New LLP was valid
  2. 2 Whether unanimous consent was required for the declaration under regulation 7 of the Limited Liability Partnerships Regulations 2001
  3. 3 Whether the appointment of the Old Company as a member of the Old LLP was valid

Ratio Decidendi

The declaration of trust was invalid as it represented a change in the nature of the Old LLP’s business and was not made with unanimous consent as required by regulation 7(6) of the Limited Liability Partnerships Regulations 2001. There was no valid LLP agreement displacing the default rule, and the purported appointment of the Old Company as a member was not validly made. The claim is not barred by limitation due to concealment of relevant facts, nor is it an abuse of process.

Court Disposition

Claim allowed

Orders

  • Declaration that the properties (28 Grange Hill, 130 Castle Road, 44 Albany Road) are held on trust for HRP Complete Solutions LLP
  • Declaration against Bond 58 Homes Limited that it holds 130 Castle Road and 44 Albany Road on trust for HRP Complete Solutions LLP