Baptiste v Investment Managers Limited

An appellate court should not interfere with concurrent findings of pure fact except in very limited circumstances. Where a contractual payment is due to vendors, payment to a company may discharge the obligation if the vendors directed that it be made there. No variation of the written contract is necessary in that event. The direction may be established from the evidence and the parties’ subsequent conduct. Payments totalling TT$1m into the company account therefore validly discharged the purchaser’s payment obligation, and the appeal was dismissed.

The appellant and his domestic partner agreed to transfer shares in a clothing company to the respondent following the conveyance of property and payment of TT$1m. The respondent paid the money into the company’s bank account after directions attributed to the appellant and his partner. The appellant later argued that payment had to be made personally to the vendors. The High Court found that payment to the company had been directed and was made in performance of the agreement. The Court of Appeal upheld the factual findings and concluded that the respondent had fulfilled its obligation under the agreement as varied. The central issue before the Board was whether the payment discharged the contractual obligation and whether the concurrent factual findings should be disturbed.

Appeal dismissed.

1. The Board reaffirmed the settled practice that an appellate court should decline to interfere with concurrent findings of pure fact except in very limited circumstances. The appellant had no grounds for challenging the concurrent findings that he directed payment to the company. The evidence supporting those findings was compelling. The Board referred to Central Bank of Ecuador v Conticorp SA [2015] UKPC 11, para 4, and Cleare v Attorney General of the Bahamas [2017] UKPC 38, para 3.
2. Even if the contractual obligation was originally to pay the vendors personally, payment to the company on the vendors’ direction was a valid discharge of that obligation. It was therefore unnecessary to determine whether the written agreement had been formally varied.
3. The direction was supported by the evidence of Mr and Mrs Narace, the appellant’s own description of the transaction as an injection of capital into the company, the letter seeking repayment of monies paid pursuant to the agreement, and the parties’ conduct after payment. The absence of any contemporaneous complaint about non-payment to the vendors was also significant.
4. The payments totalling TT$1m were accordingly a valid discharge of the respondent’s payment obligation. The respondent was entitled to specific performance of the agreement as found by the courts below.

1. Privy Council: dismissed the appeal and upheld the conclusion that payment into the company’s account discharged the respondent’s obligation.
2. Court of Appeal of the Republic of Trinidad and Tobago: upheld the trial judge’s concurrent findings of fact and held that the respondent had fulfilled its side of the bargain, entitling it to specific performance.
3. High Court: found that the TT$1m had been paid into the company at the direction of the appellant and his partner and in performance of the agreement.