Rollerteam Ltd & Anor v Riley

A binding settlement is determined objectively from the parties’ words and conduct. The absence of a comprehensive signed document is not decisive unless the parties made signature a condition of being bound. Terms concerning the method or tax treatment of payment may remain unresolved without preventing formation where the underlying obligation is clear. Partial performance is a powerful indicator of contractual intention and may make apparently incomplete terms inessential. A family setting does not preclude legal relations where the dispute concerns commercial claims and litigation. A settlement involving the actual disposition of an interest in land, rather than merely a promise to dispose of it, is outside section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.

The claimants, Rollerteam Limited and John Aidiniantz, and the defendant and counterclaimants, Linda Riley and Jennifer Decoteau, were involved in a bitter family dispute concerning a Sherlock Holmes museum and four sets of litigation. In April 2013 the parties discussed a global settlement. An email recorded its principal terms, followed by payment of £300,000, execution of trust documents and consent orders disposing of some of the proceedings. Mr Aidiniantz later contended that no overall settlement had been concluded. The central issues were whether a binding compromise arose on 8 April, 11 April or by 22 May 2013, whether section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 prevented enforcement, and what relief should follow.

1. Contract formation. There was no concluded settlement on 8 April 2013. The parties had agreed the principle and outline of a settlement, but their communications showed that further steps, including formal documents and payment, were contemplated before they would be bound.
2. A binding settlement was concluded on 11 April 2013. Its terms were those recorded in the 8 April email, amplified by the formal documents executed on 11 April. Applying the objective approach in RTS Ltd v Molkerei Alois Műller GmbH & Co KG [2010] 1 WLR 753, the court considered the parties’ communications and conduct. The decisive factors included the consistent correspondence, payment of £300,000 and the signed acknowledgment, the consent order ending Mrs Aidiniantz’s claim, and the declarations of trust.
3. Partial implementation strongly supported the existence of a contract. The family context carried little weight because the arrangements arose from bitter commercial disputes and litigation. The obligation to pay was not conditional on agreement about tax-efficient payment mechanisms or bank funding. Nor was a comprehensive signed document required: a subject-to-contract intention had to be clearly expressed.
4. Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 regulates contracts for the sale or disposition of land. It does not invalidate an actual disposition. The execution of the declarations of trust was part of the consideration for the settlement, so the settlement was not precluded by section 2.
5. The declarations of trust dated 11 April 2013 were valid and binding, but no order was made under section 12 of the Trusts of Land and Appointment of Trustees Act 1996, and no order directing transfer of the legal estates was made. The evidence did not establish the necessary statutory or mortgage-related basis.
6. The counterclaim succeeded to the extent of the £700,000 balance due to Ms Decoteau and the £1 million due to Ms Riley. An inquiry before the Master was directed concerning legal costs, mortgage payments and household expenses. No binding contractual term concerning the website about Mr Siddiqi was established.

First instance decision. No prior appellate decision is stated in the judgment.