Alliance & Anor v Tishbi & ors

Alliance & Anor v Tishbi & ors

The Tomlin Order and Schedule, properly construed, effected a 'walk away' compromise: each party keeps what they received, subject only to adjustments for corporation tax, Sekaleshfar's claim, and audit adjustments to development/administration expenditure. There is no entitlement to further redistribution or repayment of profits. If this construction were wrong, rectification would be ordered to reflect the parties' common intention to that effect.

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
Civil (commercial/chancery) / Post Settlement Application for Construction/rectification of Tomlin Order
Outcome
Declaration granted in favour of Defendants (Tishbi, Realty, Barnes) as to construction of the Order; rectification would have been ordered if necessary; all other relief refused.
Legal Topics
Compromise and Settlement, Rectification, Interpretation of Consent Orders, Joint Venture Disputes
Contract Law Equity Company Law Compromise and Settlement Rectification Interpretation of Consent Orders Joint Venture Disputes

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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

Civil (commercial/chancery) / Post Settlement Application for Construction/rectification of Tomlin Order

Legal Issues

  1. 1 Proper construction of Tomlin Order and Schedule
  2. 2 Whether compromise required repayment or redistribution of profits
  3. 3 Whether rectification for common mistake was available

Ratio Decidendi

The Tomlin Order and Schedule, properly construed, effected a 'walk away' compromise: each party keeps what they received, subject only to adjustments for corporation tax, Sekaleshfar's claim, and audit adjustments to development/administration expenditure. There is no entitlement to further redistribution or repayment of profits. If this construction were wrong, rectification would be ordered to reflect the parties' common intention to that effect.

Court Disposition

Declaration granted in favour of Defendants (Tishbi, Realty, Barnes) as to construction of the Order; rectification would have been ordered if necessary; all other relief refused.

Orders

  • Parties to agree form of declaration reflecting judgment
  • Written submissions on costs and any other matters to be filed by 7 May 2011