Amin v Amin

This judgment resolves two related strands of litigation: extensive partnership and property disputes within a single large family and an unfair prejudice petition brought by two shareholders of VU Chem Ltd under section 459 Companies Act 1986 / section 994 Companies Act 2006. The court applied conventional partnership, trust and property principles (including the Stack v Dowden approach to the quantification of beneficial shares and the principles governing constructive trusts and proprietary estoppel), together with the statutory regime in TOLATA when considering occupation and compensation issues.

The judge made a number of specific factual and legal findings: among them, the partnership and property interests in a number of family properties were allocated (for example, Lloyd Avenue: the claimant Vatsal was held to have a 12.5% share; 107a Rosendale Road: Vatsal and Udhyam were beneficial tenants in common in equal shares and Vatsal had no interest in the Changes business; 104 Kingston Road: Vatsal had no proprietary interest in the post‑office business); three previously undisclosed deeds of 15 October 1992 were treated as effecting beneficial transfers to Vatsal and Udhyam in equal shares for several properties; Kingswood Manor was not treated as a saleable asset while the mother occupies it and the mother was held entitled to remain in occupation (the judge gave effect to that right rather than quantifying a one‑third share); the disputed household furniture at Kingswood Manor was, save for a small number of items sold with the property, held to belong to the mother; foreign bank account claims (United States and India) raised by the claimants were dismissed for lack of evidence; the Standard Life policy was found to be the sole beneficial property of Udhyam; Harshika’s claim for long service succeeded in principle as a quantum meruit but the amount was left for later determination.

As to the unfair prejudice petition, the court held that the petitioners (Vatsal and Anju) had failed to establish unfair prejudice in relation to VU Chem except for a discrete claim relating to the unpaid balance standing to the credit of Anju’s directors’ loan account; the court declined to order buy‑outs or other s.994 relief and dismissed the petition on its main grounds. The judge explained (i) how the division of roles and the family context affected the legal analysis and (ii) why the removal of the petitioners as directors was not unfairly prejudicial in the circumstances described.

This is a first‑instance Chancery Division judgment resolving extensive family commercial and property disputes. There are two interlinked strands: (A) partnership and property proceedings concerned with Cashco, a family cash‑and‑carry business, various smaller 'minor partnerships', and a range of family properties (including Kingswood Manor and several retail and letting properties); and (B) an unfair prejudice petition under section 459 Companies Act 1986 / section 994 Companies Act 2006 brought by two shareholders (Vatsal and his wife Anju) of VU Chem Ltd, a family pharmacy company, seeking relief including a buy‑out.

Nature of the claims / relief sought

• Partnership/property proceedings: declarations and accounts; determination of beneficial ownership of properties and chattels; apportionment of partnership assets and liabilities; orders for sale / occupation rent; valuation issues and quantification of partnership shares and policy values.
• Company petition: unfair prejudice relief under the Companies legislation (principally buy‑out of the petitioners’ shares at a fair value), and ancillary orders (payment of directors’ account balances, indemnity claims in respect of dilapidations etc.).

Issues framed by the court

• Whether specific properties and chattels were partnership assets or owned beneficially by named family members and in what shares.
• Whether the mother had any proprietary interest in Kingswood Manor (constructive trust / proprietary estoppel / right to occupy) and whether occupation rent or sale should be ordered (including consideration of TOLATA ss.12–14).
• Whether foreign bank accounts were beneficially owned by the claimants (and whether the court should order disclosure or enquiries).
• Whether particular insurance policies were partnership assets and, if so, their correct valuation date and value.
• Whether the conduct of the majority shareholders and directors of VU Chem was unfairly prejudicial to the minority shareholders and, if so, what relief was appropriate; the relevance of post‑petition conduct and settlement offers.
• Whether a long service worker (Harshika) was entitled to remuneration by proprietary estoppel, constructive trust, or restitutionary quantum meruit.

Court’s reasoning — concise account

• Property and partnership: the court conducted a granular factual analysis, relying on contemporaneous deeds (notably several deeds dated 15 October 1992), correspondence and accounts. Where the evidence showed formal transfers or where the Father directed rearrangements, the judge gave effect to the transfers; where properties had merely been shown on Cashco balance sheets to "strengthen" the accounts, the court was cautious about inferring a change in beneficial ownership. Several properties (3 Beckett Avenue, 34 Aberfoyle, 38 Woodmansterne, 130/132 Weir Road and others) were declared to be beneficially held by Vatsal and Udhyam in the shares found to arise from the available evidence; Lloyd Avenue was held to give Vatsal only a 12.5% share; Changes (the hairdressing business) belonged to Mr Martin and Udhyam, not to Vatsal; the Rosendale Road freehold is held in equal shares by Vatsal and Udhyam.
• Kingswood Manor: the judge found that the house was acquired to be the family home and that the mother has the right to remain in occupation for life (the judge implemented this in practical terms rather than quantifying a 1/3rd share). The court refused to order immediate sale and dismissed the petitioners’ claim to equitable compensation or occupation rent while the mother continues to live there.
• Chattels: most disputed furniture and contents at Kingswood Manor were held to belong to the mother, except for a few items sold with the property on acquisition.
• Foreign accounts: evidence as to American and Indian accounts was insufficient; the petitioners’ claims to shares in those accounts were dismissed; the judge invited a focused approach to obtain bank information jointly where appropriate rather than costly enquiries now.
• Insurance policies and valuations: the Scottish Amicable policy was found to be a Cashco asset but the fair market valuation as at the partnership dissolution required further consideration; the Standard Life policy was found to be beneficially owned by Udhyam.
• Locus Group, MPIC and related offshore proposals: the court found no enforceable interest of Vatsal. Short‑term loans and advances to MPIC were repaid and did not create a proprietary interest in the group.
• Harshika’s claim: the court allowed a limitation defence to be pleaded late but, on the merits, concluded she had established an entitlement in principle to compensation on a restitutionary/quantum meruit basis for long service; the judge left quantum to be determined later (noting practical difficulties and proportionality concerns).
• Company petition (VU Chem): the judge analysed the parties’ conventions, roles and the family context and held that, on the balance of the evidence, the petitioners had not established unfair prejudice in relation to the company management, dividends or remuneration. The judge accepted that the petitioners had engaged in conduct (notably retention of takings and papers) which justified the majority in removing them as directors; the petitioners’ one discrete successful point — an outstanding balance on Mrs Amin’s director’s account — was not sufficient to warrant s.994 relief; the petition was therefore dismissed on its main grounds.

The judgment therefore resolves many discrete factual disputes and leaves a small number of quantification or accounting questions (notably Harshika’s quantum and certain valuations/indemnities) to be addressed on a proportionate basis.

At first instance the court resolved numerous partnership and property disputes and dismissed the petition under the Companies legislation. Key holdings included: (i) a number of family properties were declared beneficially owned in the shares found by the court (for example Lloyd Avenue: claimants held only 12.5%; 107a Rosendale Road: Vatsal and Udhyam held equal shares; Vatsal had no interest in the Changes business); (ii) Kingswood Manor was not to be sold while the mother remains in residence and the mother was entitled to remain in occupation (practical protection rather than a quantified minority share); (iii) most disputed furniture at Kingswood Manor belongs to the mother; (iv) claims to foreign bank accounts failed for want of evidence; (v) the Standard Life policy is the sole beneficial property of Udhyam; (vi) Harshika has a restitutionary/quantum meruit claim to be quantified later; and (vii) the unfair prejudice petition against the company was dismissed save for a discrete issue about the balance on Mrs Amin’s director’s loan account (no buy‑out ordered). The court gave detailed factual reasons for each decision and declined to make a share‑purchase order under s.994, finding the petitioners had not established unfair prejudice sufficient to justify that remedy.