IQ EQ (NTC) Fiduciary Services (Jersey) Limited (as Trustees for the Roger Learmonth (No 3) Life Interest Settlement) v Andrew Hunt & Anor.

The court determined the proper construction of a letting agency agreement and whether both defendants were parties to it. The judge applied ordinary principles of contractual construction, considering contemporaneous documents and objective contextual facts, and noted that later conduct may have evidential value but is not itself part of the factual matrix. The court found that both Mr and Mrs Hunt contracted with the Claimant in 2010 and were therefore jointly and severally liable under the Agency Agreement (with section 51 Companies Act 2006 relevant to the defendants' arguments).

The judge rejected the defendant’s case that there had been authorised subsequent agreements: there was no contemporaneous or reliable evidence of (i) a valid annual accounting arrangement replacing monthly accounts, (ii) an agreed £7,800 per annum block management fee, or (iii) a valid three‑year Rental Agreement of 1 April 2019. The court found that many documents and statements advanced by Mrs Hunt were false or fabricated and that the agency had committed repudiatory breaches by failing to account for rents. The Claimant validly elected to accept termination of the Agency Agreement by letter of 8 June 2020 or by commencing proceedings, and judgment was entered for the Claimant requiring an account and further inquiry into sums due.

Background and parties. The Claimant, a Jersey trustee (IQEQ, formerly Nautilus Trust Services Limited) owned the freehold and five leaseholds in a block of flats (the Block). The Defendants were Mr Andrew Hunt and Mrs Carolyne Hunt, who operated lettings and estate agency businesses from the same office. The parties entered an Agency Agreement dated 16 September 2010 appointing 'Andrew Hunt Residential Lettings' as letting agent for the Block.

Procedural posture and relief sought. Proceedings were issued on 4 March 2021 and an interim injunction had previously been granted. At trial the Claimant sought an account (from 2015) and/or an inquiry as to damages for breaches of the Agency Agreement, payment of sums found due, and continuation of injunctive relief.

Issues framed by the court.

• Who contracted with the Claimant on 16 September 2010—Mrs Hunt alone trading in her own name, or both Mr and Mrs Hunt?
• Whether later alleged oral or written agreements existed or were authorised by the Claimant: (a) a change from monthly to annual accounting; (b) an additional annual block management fee of £7,800; and (c) the 1 April 2019 Rental Agreement granting a three‑year tenancy to one of Mrs Hunt’s companies.
• Whether documents and statements produced by Mrs Hunt were genuine or were fabricated to conceal misappropriation of rents.
• Whether the agency committed repudiatory breaches and whether the Claimant validly elected to terminate.

Evidence and reasoning. The judge assessed witness credibility and contemporaneous documents. Ms Jean Ferguson and other Claimant witnesses were found credible and consistent with documentary records. Mrs Hunt was found unreliable and evasive; many of her documents and later statements were inconsistent with contemporaneous records. The court accepted Mr Learmonth’s evidence that he was introduced to Mrs Hunt as running the lettings side of the Hunts’ business and that he understood the Hunts’ sales and lettings services to operate together. The court concluded that Mr Hunt continued to be involved in residential lettings in 2010 and that both Hunts contracted with the Claimant. The alleged later agreements (annual accounting, block management fee and Rental Agreement) were unsupported, inconsistent with contemporaneous communications and in the case of the Rental Agreement manifestly disadvantageous and unauthorised. The purported annual statements and retrospective invoices were false or unreliable and the agency had not properly accounted for rents after January 2017. The Claimant elected to accept the agency’s repudiation and validly terminated the contract by a solicitor’s letter dated 8 June 2020 or by commencing these proceedings.

Result and consequences. Judgment was entered for the Claimant against Mr and Mrs Hunt for an account and inquiry and, in principle, damages, interest and costs. The court reserved consideration of any separate, specific fraud findings against Mrs Hunt and invited the parties to submit a proposed form of order and costs documentation. The court noted procedural inefficiencies in the documentary bundle which may affect costs allocution.

Judgment for the Claimant against Mr and Mrs Hunt. The court held that both defendants were parties to the Agency Agreement of 16 September 2010 and had breached its principal obligations by failing to account and by producing inconsistent and unreliable accounts. The later alleged agreements (annual accounting, a £7,800 block management fee and the 1 April 2019 Rental Agreement) were not authorised by the Claimant and were not genuine. The Claimant validly elected to accept the agency’s repudiation (by letter of 8 June 2020 or by commencement of proceedings). The Claimant is entitled to an account and further inquiry; any separate fraud findings against Mrs Hunt were left to a further hearing if the Claimant wishes to pursue them.