The Third Defendant is the cousin of the Claimant. The Second Defendant is the husband of
the Third Defendant.
The First Defendant (‘Gracefield’) is a company that was incorporated in November 2005. The Second and Third Defendants, and initially the Claimant, were directors and shareholders. The Claimant initially held 50% of the issued share capital and the Second and Third Defendants 25% each.
II: The Claimant’s case in the Original Action
In February 2009 the Claimant served on the Defendants Particulars of Claim in the original
action.
In them, the Claimant alleged, in essence, that five commercial properties in Coventry of
which she was the registered proprietor had been transferred by her to Gracefield on trust for her (or Takhar Trading Company, a partnership on whose behalf she herself was said to hold them) on the basis that the Defendants would, through Gracefield, manage and renovate them, with reimbursement for monies spent by them being made out of rentals from the properties. Alternatively, she pleaded that the Defendants had procured the transfer of the properties to Gracefield by undue influence or that they represented unconscionable bargains. She also alleged that she had at some point been removed as a director as Gracefield and her shares transferred to the Second and Third Defendants without her knowledge.
The relief sought included declarations, the setting aside of the transfers, and damages, with
allowance to be given to the Defendants for any monies spent on the properties.
III: The Defendants’ Case in the Original Action
The Defence in the action was served on 27 th March 2009.
The Defendants’ case was that the properties had been transferred to Gracefield, both
legally and beneficially, pursuant to an agreement with the Claimant in 2005 that the Second and Third Defendants would through Gracefield manage and renovate them with any expenses incurred by them coming back to them out of the company. Under it, the Claimant was to receive a purchase price of £100,000 by way of a credit for such sum being placed on a loan account in her favour with Gracefield, of which she was initially a director and a shareholder, with this amount and a further £100,000 (which was subsequently clarified to be £200,000) by way of deferred consideration being paid to her out of the proceeds of sale of the properties in due course. The net sale proceeds after the payment of this sum and all expenses were (via the company) to be split 50% to
