Santokh Singh Bains v Nadira Siraj Irshad & Anor

A partnership at will may be ended by agreement, including an agreement implemented through refinancing and payment of the outgoing partner. An express declaration of trust in a transfer of land is conclusive unless rescinded, rectified, or varied by a later trust, proprietary estoppel or constructive trust. Contributions to purchase or improvements do not override that declaration without an agreement or equivalent equity.

Common intention constructive trusts and proprietary estoppel require an actual common intention or sufficiently clear assurance, reliance and detriment. The court cannot impute an intention merely because it appears fair. Equitable relief may also be refused where the claimant’s misconduct has an immediate and necessary relation to the equity sought.

The claimant sought a half share in the proceeds of a hotel and a residential property, alleging that he and the first defendant had been partners and that the properties and business remained jointly beneficially owned. He advanced claims in partnership, constructive trust, proprietary estoppel, resulting trust, tracing and unlawful means conspiracy.

The properties had originally been transferred to the first defendant and a person called Aamer Gull as beneficial joint tenants. The claimant asserted that Aamer Gull was his twin brother. The first defendant maintained that the name was an alias used by the claimant and that the claimant had been bought out when the hotel was refinanced in 2011.

The central issues were the identity of Aamer Gull, the nature and duration of the parties’ partnership, the effect of the 2011 refinancing and payments, and whether any equitable interest survived thereafter.

1. Claim dismissed. The claimant failed to establish any entitlement to the hotel or residential property, their sale proceeds, or the alleged withdrawals.
2. The court found that Aamer Gull had no separate existence and was another name used by the claimant. The parties nevertheless had informal 50:50 partnerships at will concerning the hotel from 2002 and Stockland Street from 2007.
3. There were no proved express terms requiring the properties to be held for the claimant, nor any implied terms satisfying the business-necessity test. Partnership duties arose from the general law and required no implication.
4. The transfers expressly declared that the first defendant and Aamer Gull held the properties for themselves as beneficial joint tenants. No effective severance, release, declaration or other variation was proved before 2011.
5. The court found that the parties agreed in 2011 that the claimant would be bought out. The refinancing placed sole borrowing responsibility on the first defendant and paid the balance of the funds raised to the claimant. That agreement ended the partnership and any associated contractual or beneficial claims.
6. The constructive trust, proprietary estoppel, Pallant v Morgan, resulting trust and tracing claims therefore failed. The claimant proved neither a continuing common intention nor a sufficiently clear assurance followed by detrimental reliance. Payments for improvements could not create a proprietary interest without agreement or an equivalent equity.
7. The alleged unauthorised withdrawals were not proved. The Langerson account withdrawals were within the first defendant’s authority, and the Santander account was joint with no evidence of a limited mandate.
8. The assumed illegality involved in attempted insurance claims would not, by itself, have barred enforcement of partnership rights, since denying those rights would not advance the purpose of the criminal prohibition and would be disproportionate. However, the claimant’s extensive dishonesty would independently have justified refusal of equitable relief under the clean-hands doctrine if the claims had otherwise succeeded.
9. The papers were to be sent to the Director of Public Prosecutions.