Alliance & Anor v Tishbi & ors [2011] EWHC 1015 (Ch) (20 April 2011)

Alliance & Anor v Tishbi & ors [2011] EWHC 1015 (Ch) (20 April 2011)

Upon true construction, the Tomlin Order compromise was a 'walk away' settlement: each party keeps what they received, subject only to adjustments for corporation tax, audit fees, and Sekaleshfar's claim. No redistribution or repayment of profit shares is required. If construction were wrong, rectification would be ordered to reflect this intention.

Citation
[2011] EWHC 1015 (Ch)
Parties
Claimant: Nigel Alliance; Claimant: Cringle Corporation Ltd; Defendant: Yousef Tishbi; Defendant: Realty Estates Ltd; Defendant: Barnes Estates Ltd
Jurisdiction
England and Wales
Judgment Date
20 April 2011
Procedural Posture
Chancery Division Civil Claim / Post Settlement Application for Construction and Rectification of Tomlin Order
Outcome
Declaration granted: Tomlin Order does not entitle Mr Alliance to further monies beyond those already paid, except for adjustments specified in the Order.
Legal Topics
Compromise Agreements, Rectification, Estoppel, Authority of Legal Representatives, Joint Venture Accounting, Settlement Interpretation
Contract Company Equity Compromise Agreements Rectification Estoppel Authority of Legal Representatives Joint Venture Accounting +1 more

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Parties

Nigel Alliance

Claimant

Cringle Corporation Ltd

Claimant

Yousef Tishbi

Defendant

Realty Estates Ltd

Defendant

Barnes Estates Ltd

Defendant

Procedural Posture

Chancery Division Civil Claim / Post Settlement Application for Construction and Rectification of Tomlin Order

Legal Issues

  1. 1 Whether the Tomlin Order compromise required redistribution of profits between joint venturers
  2. 2 Whether the Order should be rectified for common or unilateral mistake
  3. 3 Whether estoppel or lack of authority affects the compromise

Ratio Decidendi

Upon true construction, the Tomlin Order compromise was a 'walk away' settlement: each party keeps what they received, subject only to adjustments for corporation tax, audit fees, and Sekaleshfar's claim. No redistribution or repayment of profit shares is required. If construction were wrong, rectification would be ordered to reflect this intention.

Court Disposition

Declaration granted: Tomlin Order does not entitle Mr Alliance to further monies beyond those already paid, except for adjustments specified in the Order.

Orders

  • Claim and counterclaim withdrawn
  • No order as to costs