Vanida Walker v Ekkachai Somboonsarn

The claimant sought proprietary remedies and declaratory relief in respect of the legal and beneficial ownership of three companies (Thai Metro Ltd, Anglo Thai Ltd and Finfish Ltd) and four properties. The judge assessed credibility, contemporaneous documents and expert handwriting evidence (which established multiple forged signatures).

Key legal principles applied were the ordinary evidential approach to constructive and resulting trusts on company shares and land, the significance of contemporaneous corporate and accounting records, and guidance on assessment of witness evidence (including the court’s approach set out in R (Dutta) v GMC and related authorities and Practice Direction guidance on witness statements).

• Finding on companies: the subscriber rights / entitlement to the issue of shares in TM Ltd, Anglo Thai Ltd and Finfish Ltd are held legally by the claimant and, on the balance of probabilities, beneficially by her.
• Findings on land: the claimant is the beneficial owner of 78 Hermit Road and of 38 Charlotte Street; Flat 22 Bloomsbury Mansions was found to have been transferred to the defendant’s beneficial ownership (by a 2009 Declaration of Trust and/or by the 2015 transfer); the claimant did not prove beneficial ownership of 3 Chargrove Close.

This was a first instance trial in a long-running intra-family dispute between mother (the claimant, "Wanda") and son (the defendant, "Ekk") over ownership of three trading companies and four parcels of real property. The claimant applied for proprietary and freezing relief and declarations as to beneficial ownership.

The factual matrix spanned more than two decades and involved limited contemporaneous documentary records, disputed corporate filings at Companies House, contested signatures on incorporation and other documents, family loans from Thailand and multiple property acquisitions and remortgages.

The court framed the key issues as: (i) who beneficially owned the shares or subscriber rights in TM Ltd, Anglo Thai Ltd and Finfish Ltd; (ii) who beneficially owned the four properties (Flat 22 Bloomsbury Mansions, 3 Chargrove Close, 78 Hermit Road and 38 Charlotte Street); and (iii) whether particular documents (including a 2009 Declaration of Trust and various documents bearing purported signatures of the claimant) were genuine and/or effective.

The judge evaluated documentary material, accountants’ notes, companies' filed accounts, Companies House returns, banking movements and expert handwriting reports which identified forged signatures. The judge gave careful consideration to witness reliability and cross-examination, applying recent guidance about memory, preparation of witness statements and the limited weight to be attached to demeanour. The judge preferred the claimant’s account on the central questions of ownership where contemporaneous records, accounts and the pattern of payments supported her position. The expert handwriting evidence and surrounding documentary context led to findings that several apparent signatures were forged; the judge found that the defendant bore responsibility for many of those forgeries and that he had advanced shifting accounts in oral and written evidence.

On the companies the court concluded that, as subscriber and person entitled to have shares issued, the claimant holds the legal rights and on the balance of probabilities the beneficial interest. On the properties the court found the claimant beneficially owned 78 Hermit Road and 38 Charlotte Street; Flat 22 Bloomsbury Mansions was held beneficially by the defendant following the 2009 Declaration of Trust (and the 2015 transfer of legal title); and the claimant failed to prove beneficial ownership of 3 Chargrove Close.

At first instance the court allowed the claim in part. The judge held that the claimant is the legal subscriber and, on the balance of probabilities, the beneficial owner of the rights to the shares in TM Ltd, Anglo Thai Ltd and Finfish Ltd. The claimant was held to be the beneficial owner of 78 Hermit Road and 38 Charlotte Street. Flat 22 Bloomsbury Mansions was held to be beneficially owned by the defendant following either the 2009 Declaration of Trust or the 2015 transfer. The claimant did not establish beneficial ownership of 3 Chargrove Close. The decision turned on evaluation of contemporaneous accounts and filings, on the expert handwriting evidence establishing forged signatures and on assessed credibility of witnesses.