Yedina v Yedin & Anor

A signed deed will not be avoided for non est factum where the signer understood its general character and effect, had sufficient ability to understand it, and took steps to engage with its terms. Contractual maintenance obligations expressed by reference to reasonableness and an approximate figure are not necessarily void for uncertainty. A mortgage-discharge obligation is construed according to its ordinary terms unless the deed provides a limiting mechanism or source. Actual undue influence requires improper pressure or coercion; presumed undue influence requires both a relationship of confidence and a transaction calling for explanation. A company’s separate legal ownership of property is not displaced by a nominee analysis without evidence supporting it.

The claimant sought to enforce a February 2009 deed under which the first defendant agreed to provide maintenance, meet specified property outgoings and repay a mortgage. She claimed damages following his failure to perform those obligations and sought to enforce the judgment against proceeds from the sale of a flat owned by the second defendant.

The first defendant challenged the deed by relying on non est factum, lack of capacity, undue influence, unconscionable bargain, uncertainty and unilateral mistake. He also counterclaimed for declarations that properties held by the claimant or companies controlled by her were subject to family trusts. The central issues were the deed’s validity and construction, the beneficial ownership of the second defendant and the flat-sale proceeds, and the trust counterclaim.

1. The deed was valid and enforceable. The first defendant understood the nature and effect of the deed. He had sufficient English, heard an accurate translation, read the document, negotiated the maintenance figure and required amendments. His medical evidence did not establish a relevant incapacity. The principles stated in Saunders v Anglia Building Society [1971] AC 1004 therefore provided no defence.
2. The maintenance provisions were not void for uncertainty. The court was reluctant to treat a serious contractual arrangement as void for uncertainty, and the concepts of reasonable maintenance and an approximate figure provided a workable basis for assessment. The deed required the first defendant personally to repay the outstanding mortgage principal, charges and interest. It did not limit the source of payment to any particular property.
3. The defences of undue influence, unconscionable bargain and unilateral mistake failed. There was no improper pressure, no relationship of confidence of the necessary kind, no oppressive transaction and no evidence that the claimant knew of the alleged mistake.
4. The first defendant’s failures to pay maintenance-related sums and discharge the mortgage amounted to repudiation, which the claimant had accepted. She was entitled to damages, including the mortgage principal, agreed outgoings, a capitalised maintenance sum and recoverable ATED liability, subject to an inquiry as to quantum. Penalties and interest on ATED were not established as recoverable damages.
5. The first defendant was the beneficial owner and controller of Skelling Ltd, but Skelling owned Flat 2B and its sale proceeds beneficially. The evidence did not establish that Skelling was a nominee. The counterclaim alleging family trusts and estoppel failed.
6. The judgment awarded £2,024,777.98, ordered an inquiry concerning ATED damages, dismissed the counterclaim and reserved further consequential matters, including whether an order should affect the proceeds held for Skelling given that Mr Goncharov was not a party.