Walbrook Trustees (Jersey) Ltd & Ors v Fattal & Ors

Walbrook Trustees (Jersey) Ltd & Ors v Fattal & Ors

On the balance of probabilities, Interlands agreed to sell its share in Baker Street Limited, together with its share of the members’ accounts, to Niazi Dangoor, who then directed Interlands to complete the sale by transferring the assets to the Sharet Trust. A price was agreed and paid by Niazi, likely funded by Albert and Doreen Dangoor. The Fattal defendants have discharged the burden of proof that a sale took place, triggering pre-emption rights under the JVA.

Parties
Claimant: Walbrook Trustees (Jersey) Ltd; Claimant: Walbrook International Trust Co Ltd; Claimant: Tiara Trustees Limited; Claimant: Nicholas Cuttiford; Defendant: William Simon Fattal; Defendant: Elias Simon Fattal; Defendant: Rysaffe Trustee Co (C. I.) Ltd; Defendant: Charles Sofaer; Defendant: Simon Richard Maurice Dangoor; Defendant: Robert Philip Dangoor; Defendant: Berkeley Court Investments Ltd
Jurisdiction
England and Wales
Judgment Date
29 November 2007
Procedural Posture
Civil / Judgment on Preliminary Issue
Outcome
The Court finds that a sale took place in 1998 by Interlands SA to Niazi Dangoor of the beneficial interest in the membership rights of Baker Street Limited.
Legal Topics
Pre Emption Rights, Beneficial Ownership, Transfer of Membership Rights, Joint Venture Agreements, Settlement of Trust Property
Trusts Property Company Law Pre Emption Rights Beneficial Ownership Transfer of Membership Rights Joint Venture Agreements Settlement of Trust Property

Case Brief

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Parties

Walbrook Trustees (Jersey) Ltd

Claimant

Walbrook International Trust Co Ltd

Claimant

Tiara Trustees Limited

Claimant

Nicholas Cuttiford

Claimant

William Simon Fattal

Defendant

Elias Simon Fattal

Defendant

Rysaffe Trustee Co (C. I.) Ltd

Defendant

Charles Sofaer

Defendant

Simon Richard Maurice Dangoor

Defendant

Robert Philip Dangoor

Defendant

Berkeley Court Investments Ltd

Defendant

Procedural Posture

Civil / Judgment on Preliminary Issue

Legal Issues

  1. 1 Whether a sale was made in 1998 by Interlands SA, or by the personal representatives of the late Selim Dangoor, to Niazi Dangoor of the beneficial interest in the membership rights of Baker Street Limited

Ratio Decidendi

On the balance of probabilities, Interlands agreed to sell its share in Baker Street Limited, together with its share of the members’ accounts, to Niazi Dangoor, who then directed Interlands to complete the sale by transferring the assets to the Sharet Trust. A price was agreed and paid by Niazi, likely funded by Albert and Doreen Dangoor. The Fattal defendants have discharged the burden of proof that a sale took place, triggering pre-emption rights under the JVA.

Court Disposition

The Court finds that a sale took place in 1998 by Interlands SA to Niazi Dangoor of the beneficial interest in the membership rights of Baker Street Limited.

Orders

  • Pre-emption rights under the JVA were triggered by the sale.
  • Walbrook should exercise pre-emption rights on behalf of the Fattal trusts.