Moore v Williamson & Ors

A beneficial interest in a company share may be established by an express oral declaration of trust where the evidence shows, on the balance of probabilities, that the registered holder acknowledged that the share was held for another. The court may infer the parties’ intended beneficial ownership from their dealings, conduct and surrounding circumstances, despite the registered position. A claimed written declaration of trust requires reliable evidence of the document’s existence and terms. Findings about company assets and alleged misapplications may be made where they assist credibility or related issues, but such findings remain limited by the evidence and do not bind a company’s liquidator.

Mr Moore claimed the beneficial ownership of the share in Jewelbetter Derby Limited registered in the name of Jason Fretwell. He relied primarily on an alleged written declaration of trust, alternatively on an express oral declaration of trust and, further alternatively, proprietary estoppel.

He also alleged that Mrs Williamson and Mr Fretwell had misapplied funds of Jewelbetter Limited and Jewelbetter Derby Limited in various property transactions. Further claims concerned debts, reimbursement and the return of personal property. The court had to determine the beneficial ownership of the share and the associated claims, while recognising that some findings concerning Jewelbetter Limited could not bind its liquidator.

1. Share ownership. The court found that Mr Moore and Mrs Williamson had regarded themselves as equal beneficial owners of the earlier business. When that business was transferred to Jewelbetter Derby Limited, the surrounding evidence supported the conclusion that the same beneficial ownership was intended to continue. Mr Fretwell’s subsequent statements acknowledging that he would return the share to Mr Moore, together with the witness and circumstantial evidence, established an express oral declaration of trust on the balance of probabilities.
2. The alleged written declaration of trust was rejected. The document was not produced, Mr Moore’s accounts of its date and history had changed, and the supporting evidence was insufficient. It was therefore unnecessary to decide the proprietary estoppel alternative.
3. Company funds. The court found that various transactions had involved the use of company money for the benefit of Mrs Williamson or members of her family. In particular, the purchase of 32 and 32A Derby Road was wholly funded with money belonging to Jewelbetter Limited and amounted to a misapplication. The legal and beneficial ownership nevertheless remained with Mrs Williamson unless and until the company pursued an appropriate claim, including tracing.
4. Other alleged misapplications were either not established or were subject to substantial evidential uncertainty. Findings concerning Jewelbetter Limited’s assets were expressly limited to the evidence before the court and did not bind its liquidator.
5. Ancillary claims. Jewelbetter Derby Limited was found liable to Mr Moore for £1,386 in unpaid rent-related sums and £5,517 reimbursement for the van and associated expenses. The claim for £14,500 against Mrs Williamson was dismissed because any liability was owed by the company, not by her personally. Mr Moore was also entitled to delivery up of the personal property and documents left at Mrs Williamson’s property.