Gopaul & Anor v Naidoo & Anor
2014
QUEEN’S BENCH DIVISION
UK
CORAM
- HIS HONOUR JUDGE RICHARD SEYMOUR Q.C.
Areas of Law
- Contract Law
- Civil Procedure
2014
QUEEN’S BENCH DIVISION
UK
CORAM
AI Generated Summary
The case involves a disagreement over an alleged financial collaboration between Mr. Coossialsing Gopaul and the Naidoos regarding a property redevelopment project. The court ultimately dismissed the claim, finding that the claimants did not meet the burden of proof to establish the authenticity of the Alleged Agreement. Further, the court held that even if the agreement were genuine, it would be unenforceable for lack of consideration.
Judgment
His Honour Judge Richard Seymour Q.C. :
This action arose out of a collaboration between the first claimant, Mr. Coossialsing Gopaul, and/or a company of which he was the managing director and principal shareholder, the second claimant, Gopaul Investment Ltd. ( “Gopaul Ltd.” ), and the defendants, Mr. and Mrs. Kresen Naidoo, and/or a company of which he was a director and they were principal shareholders, Rosebeech Investment Ltd. ( “Rosebeech” ). Who precisely were the collaborators was one of the main issues in the action. The collaboration was for the purposes of the undertaking of the redevelopment of two properties by conversion into six flats. The two properties in question were, respectively, that known as and situate at 79, Chiltern Street, London W1, the title of which was registered at HM Land Registry under title number NGL466642 ( “No. 79” ), and that known as and situate at 81, Chiltern Street, London W1, the title of which was registered at HM Land Registry under title number NGL814731 ( “No. 81” ). In this judgment I shall refer to No. 79 and No. 81 collectively as “the Chiltern Properties” .
Rosebeech was incorporated as company no. 535938 on 4 February 2005. It seems that, as incorporated, Rosebeech had an authorised share capital of £100, divided into 100 shares each of the nominal value of £1. As I understand it, 98 of the authorised shares were issued initially, with Mr. Naidoo and his wife each having 49 shares. Mr. Naidoo appears to have been the sole director of Rosebeech, but his wife was the company secretary. At some point, apparently in about July 2005, Rosebeech acquired the freehold titles to each of the Chiltern Properties. A scheme of redevelopment was devised and work began. By the date of the annual return of Rosebeech made to Companies House on 24 April 2007 the registered office of Rosebeech was at the Chiltern Properties and the shareholdings in Rosebeech had been altered so that each of Mr. Naidoo and Mrs. Naidoo held 35 of the authorised, issued shares, but the remaining authorised shares had also been issued, so that, with shares transferred to it by each of Mr. and Mrs. Naidoo, Gopaul Ltd. held 30 shares. According to the annual return the alterations to the shareholdings in Rosebeech took place on 4 February 2007.
It was common ground that the alterations to the shareholdings in Rosebeech reflected an agreement which had been made between Mr. Gopaul and Mr. and Mrs. Naidoo, although there was a dispute