Sotiris Christophi & Ors v RP Design and Construction Limited & Ors [2025] EWHC 1817 (Ch)

[2025] EWHC 1817 (Ch)Case No BL-2023-000970
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
BUSINESS LIST (Ch D)
Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate 16 July 2025
Before
SAIRA SALIMI (sitting as a Deputy High Court Judge)
Between
Mr Sotiris ChristophiClaimants(2) Mrs Katerina Christophi(3) Dawson Brown LimitedRP Design and Construction LimitedDefendantsMr Rakesh PunjDr Sanjay KaushalKIG Estate LimitedMr Besnik AdemajBBB Future Build Limited
Mr Paul Strelitz and Mr James Shaw (instructed by Fladgate LLP) for ClaimantsMr James Holmes-Milner (instructed by Sharma Law Solicitors) for First to Fourth DefendantsMr Francis Collaço Moraes (instructed by Krish Ratna & Co Solicitors) for Fifth and Sixth DefendantsHearing Hearing dates: 4-10 June 2025
APPROVED JUDGMENT

SAIRA SALIMI :

[1]This case is the sad history of a falling out between two former friends who decided, in 2019, to engage in some shared business dealings. The First Claimant, Mr Sotiris Christophi, also known as Steve Christophi (“Mr Christophi”) is a chartered accountant by profession, and a director of Aston Shaw Limited (“Aston Shaw”), a company providing accountancy services. The Third Defendant, Dr Sanjay Kaushal (“Dr Kaushal”) is a doctor by training, now running a care home business. Mr Christophi and Dr Kaushal, and their families, had known each other well for a number of years before the events that gave rise to this case.[2]The Second Claimant, Mrs Katerina Christophi (“Mrs Christophi”) and the Third Claimant, Dawson Brown Limited (“Dawson Brown”) are, respectively, Mr Christophi’s wife and a company of which she is the director and sole shareholder. Mr Strelitz accepted in closing submissions that the primary claimant is Mr Christophi and to the extent that Mrs Christophi or Dawson Brown has a claim at all it would be parasitic on his claim.[3]The First Defendant, RP Design and Construction Limited (“RPD”) is a company of which, at the relevant time, the Second Defendant was the sole shareholder (of 100 shares) and the sole director. The Second Defendant is Dr Kaushal’s brother-in-law, Mr Rakesh Punj (“Mr Punj”), who is employed as an IT, procurement and estate manager by Castlemeadow Care Group Holdings Ltd, a company controlled by Dr Kaushal. The Fourth Defendant, KIG Estate Limited (“KIG”), is a company controlled by Dr Kaushal.[4]The Fifth and Sixth Defendants are, respectively, Mr Besnik Ademaj (“Mr Ademaj”), a builder and at one stage a friend of both Mr Christophi and Dr Kaushal, and BBB Future Build Limited (“BBB”), a company of which Mr Ademaj was the sole director and shareholder. Mr Ademaj, together with Stephen Pyrke, who was not a witness in these proceedings, also controlled another company, BMA Construction Limited (“BMA”).[5]The property to which the dispute relates is a building in Great Yarmouth, known as the Atlantis Tower or simply the Tower (“the Tower”), the legal title to which is held by RPD. RPD acquired the Tower on or around 26 November 2021, using funds provided by Mr Christophi and Dr Kaushal. Following the acquisition, RPD contracted with BMA to convert what had been a hotel on the upper floors into 18 flats. The ground floor contains a leisure complex including a dinosaur-themed visitor attraction, and the second and third floors also contain bar and restaurant space. The flats on the upper floors are currently let on a short-term basis.[6]The Claimants issued their claim in July 2023, on the basis that the oral agreement for the funding of RPD’s acquisition of the Tower and subsequent construction works to it led to either an express or constructive trust of the beneficial interest in the shares in RPD, 50% for Dr Kaushal and 50% to Mr Christophi or to their nominees. (There was initially also a claim for a resulting trust, but that was subsequently abandoned and not pursued at trial.) They plead that there has been a breach of trust by Mr Punj in transferring shares to KIG and / or BBB in March 2023, that KIG and / or BBB were liable in knowing receipt of trust property in receiving shares in RPD, that both Dr Kaushal and Mr Ademaj have dishonestly assisted in Mr Punj’s breach of trust and that KIG and BBB are fixed with Dr Kaushal’s and Mr Ademaj’s knowledge.[7]The claims against Mr Ademaj and BBB are entirely dependent on the claim that Mr Punj held the shares of RPD as a trustee. There is no freestanding claim that there was an enforceable agreement between Mr Christophi and Mr Ademaj. If there was no trust of the shares, the claims against Mr Ademaj and BBB must fail.[8]In the alternative, the Claimants plead that the funds transferred were a loan, and that the terms of the loan were as follows: i) Security for the loan would be provided by way of a first legal charge over the Tower and/ or a charge over 50% of the shares in RPD; ii) Mr Christophi and / or Mrs Christophi would be entitled to 50% of distributable profits from RPD; iii) No substantive decisions would be taken about the Tower without Mr Christophi’s prior approval; iv) The loan would be repaid on demand or on the sale of the Tower.[9]The Claimants are seeking the following remedies: i) Restitutionary proprietary relief by way of transfer of shares in RPD from KIG and / or BBB to the Claimants; ii) Declarations that Mr or Mrs Christophi or their nominees are entitled to 50% of the shares in RPD and are entitled to call for the registration of those shares in their names or the names of their nominees; iii) Equitable compensation against Mr Punj, Dr Kaushal and Mr Ademaj; iv) In the event that there is found to be no trust, declaratory relief on the basis that the sums transferred are loans; v) All accounts and necessary inquiries, or in the alternative damages at the Claimants’ election; vi) Interest and costs. Factual common ground[10]Through Aston Shaw, Mr Christophi had longstanding connections with Colin Abbott, the principal shareholder in Tower Building Limited (“TBL”) a company which held the Tower as its main asset. In 2019, TBL ran into financial difficulty and needed to raise funds. Colin Abbott discussed the difficulty with Mr Christophi.[11]The upshot of the discussions, and a further discussion between Mr Christophi and Dr Kaushal, was that Mr Christophi and Dr Kaushal agreed to lend money to TBL in July 2019. There was some dispute as to whether the initial proposal was that Dr Kaushal alone would lend the money or that they would do so jointly, but nothing turns on that for the purposes of these proceedings.[12]They subsequently lent £1.1 million, of which £550,000 was provided immediately by Dr Kaushal through a company he controlled, Care Help Ltd (“Care Help”), and £550,000 was provided piecemeal at a sequence of later dates by Mr Christophi.[13]No written agreement was concluded between Mr Christophi and Dr Kaushal at the time of that loan. Mr Alpesh Patel, a solicitor who was also a friend of both Mr Christophi and Dr Kaushal, drew up a document described by Mr Christophi as a “joint venture agreement” setting out the terms of the loan, but it was never signed. That document was drafted on the basis that the agreement was made between Care Help and Mr Christophi. It provided for a loan of £1.1 million to be made to TBL and for the profits and losses to be shared on a 50-50 basis between Care Help and Mr Christophi. It was common ground that those terms were in fact agreed. As Mr Christophi was not going to be able to provide his contribution of £550,000 at the date when the loan was initially made to TBL, an additional clause was included to provide for a reduction in payment of any profits to Mr Christophi until his initial contribution was fully paid. The draft agreement described the funding as “bridging finance” for TBL. The loan was provided to TBL via Care Help, through a facility letter with an agreed return and repayment date, and was secured by a personal guarantee from Mr Abbott and a first legal charge over the Tower.[14]TBL proved unable to pay its debts, and defaulted on the loan, which should have been repaid in full by 9 October 2020. Receivers were appointed around 2 December 2020. By 3 November 2021, when Care Help sent a letter to TBL laying out the sums due to it, the total sum due with interest and charges amounted to almost £5.7 million. The sum eventually received by Care Help in the distribution was £1,558,479.43 under its fixed charge. The high interest and charges payable on the loan are relevant, as the costs of the loan attracted some negative press coverage in January 2021: an article in the Eastern Daily Press referred to the loan as “outrageous”. Dr Kaushal, as a director and shareholder of Care Help, was identified in the press coverage.[15]At this point, the parties’ description of what took place differ, and there is virtually no contemporary evidence. The undisputed facts are scant. RPD acquired the Tower from the receivers in late November 2021 for the sum of £1.895 million. The funds for the purchase originated from Mr Christophi and Dr Kaushal in equal shares, and were paid into RPD through another of Dr Kaushal’s companies.[16]RPD had been incorporated in July 2020 (with Mr Punj as the initial sole shareholder and director). It had not traded significantly since incorporation: Mr Punj’s evidence was that some maintenance work in Dr Kaushal’s care home business was carried out through RPD, but it had not previously been carrying on any kind of property development business.[17]RPD appointed BMA to carry out the refurbishment works to the upper floors of the Tower. BMA invoiced monthly for works carried out, and was paid using funds provided by Mr Christophi and Dr Kaushal in roughly equal shares.[18]In early 2023, Mr Christophi and Dr Kaushal were in dispute about the Tower. They had a sequence of acrimonious meetings and telephone calls in February and March 2023, some of which also involved other individuals. The majority of these were recorded by Mr Christophi, and Dr Kaushal was unaware of the recording.[19]On 24 March 2023, at 15.19, Mr Christophi emailed Mr Ademaj with two draft stock transfer forms, transferring 37 shares in RPD to Mr Ademaj and 25 to Dawson Brown.[20]On 24 March 2023 a conference call took place between Mr Christophi, Dr Kaushal and Mr Ademaj at which Dr Kaushal set out the proposed new shareholdings in RPD. That conversation was recorded.[21]Dr Kaushal sent an email to Mr Christophi and Mr Ademaj, as well as Mr Punj, the same day at 17.36, setting out the new share structure and headed “Share purchase agreed with Kesh [i.e. Mr Punj]”. (Although it was described as “purchase” no money changed hands in return for the transfer of shares.) That email also contained details of the proposed future of two other developments in which Mr Christophi and Dr Kaushal had jointly invested, known as ‘the Stance’ and ‘the Answer’: the property at the Stance would be transferred to Dawson Brown at agreed market value, and half the market value would be paid to Care Help. The Answer would continue as it was with funds being returned to both lenders as units were sold. The share certificates in RPD would be issued by 28 March 2023.[22]Mr Christophi did not reply to that email but forwarded it on almost immediately to Daniel Robinson and Scott Herd, both business associates of his, without comment. He also forwarded it to Alpesh Patel, commenting “Look at this for a stich up! [sic]”.[23]Later on 24 March, at 18.12, Mr Christophi emailed Mr Ademaj, attaching a draft stock transfer form for 26 shares in RPD from Mr Ademaj to Dawson Brown.[24]On or around 27 March 2023, Mr Punj executed stock transfer forms in RPD which transferred 38 of his shares to KIG, 37 to BBB and 25 to Dawson Brown. Mr Punj also resigned as a director of RPD and was replaced by Dr Kaushal.[25]In early April 2023, Mr Christophi gave Mr Ademaj a Cartier watch and transferred £50,000 to a company controlled by Mr Ademaj. The watch and money were subsequently returned.[26]On 15 April 2023, Mr Christophi emailed Dr Kaushal and Mr Ademaj, copied to Mr Punj and Dr Kaushal’s wife. In reply to Dr Kaushal’s email of 24 March, he said that he did not agree to the proposed arrangement and that no reasonable person would do so, and that he would see them in court. The Claimants’ case[27]The Claimants’ case is that it was always understood, through the oral agreement at around the time when the Tower was acquired, that Mr Christophi and Dr Kaushal were to be beneficially entitled to 50% each of the shares in RPD from the point when it acquired the Tower. The intention was to refurbish the building and then sell the resulting apartments, repaying themselves with a profit. They each made an initial capital contribution, and subsequently made monthly payments following receipt of invoices which were issued by BMA in respect of works to the Tower.[28]Mr Christophi says that the Tower was acquired through a company that was not obviously connected with either of them in order to avoid Dr Kaushal’s name appearing, following the negative press coverage of the loan to TBL, referred to at paragraph 14 above, and its subsequent collapse into receivership. In the light of that, therefore, Mr Christophi says that Dr Kaushal wanted to use a company that was not obviously connected with the earlier loan, and the choice fell on RPD.[29]At that time, the sole director and shareholder (of a total of 100 shares) of RPD was Mr Punj. Mr Christophi argues that Mr Punj, although the nominal shareholder and director of the company, was not a decision-maker: he was acting throughout in accordance with Dr Kaushal’s directions. He did not contribute any of the funding that enabled RPD to acquire the Tower. Mr Christophi asserts that Mr Punj knew that the shares in the company were held beneficially for Mr Christophi and Dr Kaushal in equal shares, on either express or constructive trusts.[30]The development of the Tower did not go smoothly. Mr Christophi is vague about the reasons why he wanted to extricate himself from the project, but it is clear that he did. The original intention had been to sell the flats on once refurbished, but they proved unmortgageable given the height of the building and external cladding: at the date of the hearing they were available for rent as short-term holiday lets. Mr Christophi and Dr Kaushal had a number of disagreements about the development. These culminated in Mr Christophi saying to Dr Kaushal, either directly or through Mr Ademaj as go-between, that one of them should buy the other out.[31]Following a series of heated meetings in February and March 2023, Mr Christophi says that a solution was forced on him to which he did not consent or acquiesce. Dr Kaushal, in order to retain control of the company, decided that Mr Christophi should receive only 25 shares, while Dr Kaushal himself took 38 shares and Mr Ademaj took the remaining 37. This was on the basis that the money already put into the company by Mr Christophi would be repaid to him before any funds were paid out to shareholders.[32]There were subsequent discussions between Mr Christophi and Mr Ademaj, and Mr Christophi received assurances that Mr Ademaj would transfer a number of shares to him. This did not happen: Mr Ademaj retained the shares.[33]Mr Christophi maintains that he is entitled to 50% of the share capital of RPD, and argues that Mr Ademaj had no entitlement to any shares and it made no commercial sense for them to be given to him. He denies that he ever agreed to the arrangements made in March 2023. He also asserts that it could not have been a valid and binding agreement in any event, as there was no consideration: as he was entitled to 50% of the shares, 25% of them could not constitute consideration, and neither could repayment of the loan (the shareholder loan, as he says it was) as he was already entitled to that.[34]He also claims against Mr Ademaj (and against BBB, which holds the shares) on the basis that Mr Ademaj was aware, and BBB is fixed with Mr Ademaj’s knowledge, that the shares in RPD were held for Mr Christophi and Dr Kaushal in equal shares, and therefore BBB was in knowing receipt of trust property paid away in breach of trust and that Mr Ademaj had dishonestly assisted in a breach of trust.[35]He asserts that the gift of a Cartier watch to Mr Ademaj and the payment of £50,000 to his company were demonstrations of trust and friendship. The Defendants’ case[36]Dr Kaushal says that the intention was always that the funds paid into RPD were paid by way of loan, with a view to the lenders receiving a return when the building works were completed and the flats were sold. He maintains that the original idea to use RPD came from Mr Christophi and that the negative publicity about the Tower was not a factor influencing the use of the company to acquire the Tower. The expectation was that he and Mr Christophi (or companies associated with them) would share in the returns from the ground floor, first floor and floors 4-6, while floors 2 and 3 (which were more difficult to refurbish and less suitable for flats) would be allocated to Mr Punj.[37]Dr Kaushal and Mr Christophi had other business dealings at around the same period which took a similar form – they paid funds in by way of loan to fund the development of a property, and then received a return by way of a share of the profits when units in the development were sold. There were two other developments, known as ‘The Stance’ and ‘The Answer’, where this model was used. Mr Christophi had no entitlement to shares in the companies that held the legal title to the properties in those developments. Dr Kaushal maintains that the acquisition of the Tower was, and was always intended to be, a similar arrangement.[38]The Defendants argue that Mr Punj was an active participant in the development of the Tower, and that Dr Kaushal arranged for the acquisition of the Tower to be run through his company in order to give him some experience in property development.[39]Dr Kaushal says that he was shocked that Mr Christophi thought that he was entitled to shares. His version of events is that Mr Christophi behaved aggressively and unreasonably from the point when he decided he wanted to get out of the Tower arrangement, and that he was intimidated by his behaviour, which he states included posting negative reviews of Dr Kaushal’s care home business, blocking the entrance to a care home with his car as a means of inducing Dr Kaushal to talk to him, and physically preventing him from leaving a room during a heated meeting.[40]Dr Kaushal says that an agreement was reached in March 2023 that Mr Christophi would receive 25% of the shares in RPD, in addition to repayment of the sums he had paid into the company. The consideration for that agreement was the shares, to which on Dr Kaushal’s case he was not entitled. Alternatively, the consideration was forbearance to sue: the agreement would avert legal proceedings.[41]Dr Kaushal and Mr Punj deny any knowledge of any side agreement between Mr Christophi and Mr Ademaj. Mr Punj cannot therefore be fixed with any consequences, in the law of trusts or otherwise, of the non-completion of that agreement.[42]Mr Ademaj and Dr Kaushal say that the shares were allocated to Mr Ademaj in order to incentivise him to carry out further works on the Tower and to give 100% of his time to it.[43]Mr Ademaj admits the conversations with Mr Christophi concerning the transfer of his shares, but denies the allegations of dishonest assistance. He says that he was not under any obligation to transfer shares to him. He makes the point that Mr Christophi has not sought to enforce the agreement between them for the transfer of shares.[44]Mr Ademaj maintains that the Cartier watch and the £50,000 transferred to his company were attempts to bribe him to transfer the shares. The Issues[45]The parties were unable to agree a list of issues for the hearing. I consider that the key issues for me to determine are as follows. i) What was the nature of the oral agreement between Mr Christophi and Dr Kaushal when RPD acquired the Tower and they decided to fund the acquisition and the works to it? ii) What was objectively expressly agreed at the time, and what can be inferred from the parties’ subsequent conduct? iii) What was the role of Mr Punj in the arrangements? Was he, as the Claimants assert, merely Dr Kaushal’s puppet, or was he an active participant in decision-making? iv) If the agreement was that Mr Christophi and Dr Kaushal would each have a beneficial entitlement to 50% of the shares of RPD, was there an express or constructive trust of the shares, so that Mr Punj held the shares as trustees for them both? v) If the agreement was a loan, can the court identify any terms, other than those expressly agreed by the parties, which must necessarily be implied into the loan agreement? vi) Whether the agreement was for shares or a loan, was a binding agreement reached between Mr Christophi and the Defendants in March 2023, precluding Mr Christophi from relying on the earlier agreement? vii) If there was a binding agreement, what was the consideration for it? viii) If I find that there was a trust of the shares, did Mr Punj act in breach of trust by transferring the shares in March 2023? a) Were BBB and / or KIG liable in knowing receipt of trust property when they received shares in RPD, such that it would have been unconscionable for them to retain them? b) Did Mr Ademaj and / or Dr Kaushal dishonestly assist in a breach of trust? The witnesses[46]In addition to Mr Christophi, Dr Kaushal and Mr Ademaj, I heard evidence from Mrs Christophi, Mr Patel, Mr Punj, Mr Daniel Robinson (a business associate of Mr Christophi’s and a director of Impact Business Partnerships Limited), Mr David Wooden, a friend of Mr Christophi who worked in the construction industry and used Aston Shaw for his accounts, and Mr Richard Bales (now a contractor working for an unconnected company, but previously carrying on business through his own construction company, which obtained funds from Dr Kaushal following an introduction by Mr Christophi).[47]Mr Robinson, Mr Wooden and Mr Bales gave evidence only in relation to the period of the dispute, and had had no involvement in the initial agreement at the time when RPD acquired the Tower. In each case their evidence was of relatively little assistance.[48]Mrs Christophi was also unable to shed light on events at the time of that initial agreement: I found her a truthful and careful witness, but she had had no involvement with her husband’s business dealings, save when he asked her to take some step as the sole director of Dawson Brown, which was used to hold assets for the benefit of the Christophi family. She had no knowledge of the original agreement between Mr Christophi and Dr Kaushal.[49]Mr Patel’s involvement was limited to the initial loan agreement to TBL, and then much later an attempt to mediate informally between Mr Christophi and Dr Kaushal at the time of the dispute, which he said was undertaken as a friend rather than as a solicitor. He too could shed no light on the nature of the oral agreement between Mr Christophi and Dr Kaushal.[50]Mr Punj was able to shed very little light, and had not been party to the discussions, even those which directly concerned the future of RPD.[51]The three key witnesses, for the purposes of these proceedings, were therefore Mr Christophi, Dr Kaushal and Mr Ademaj. Mr Ademaj had no direct knowledge of the initial agreement, but BMA was carrying out the construction works on the Tower and therefore he became involved not very long after the initial acquisition by RPD.[52]For reasons which will become apparent, I have treated the evidence of all three of these witnesses with some caution. Findings of fact Whatwas the nature of the arrangement between Mr Christophi and Dr Kaushal when RPD acquired the Tower and they decided to fund the acquisition and the works to it?[53]Considering that this case turned, in its essence, on an oral agreement, there was an extraordinary amount of documentation in these proceedings, mainly from the period of the falling out between Mr Christophi and Dr Kaushal. Much of it related to the development works to the Tower and was of marginal, if any, relevance.[54]I am mindful of the dicta in Gestmin SGPS v Credit Suisse (UK) Ltd & Anor [2013] EWHC 3560 (Comm) that caution me against excessive reliance on witnesses’ recollection, even where witnesses are honest, and encourage me to rely where possible on contemporary documentation.[55]However, in this case, there is very little if any contemporary evidence concerning the core agreement, and I am forced to consider the parties’ witness evidence, and such scanty evidence as there is of surrounding events at the time.[56]First, I consider the initial agreement to loan money to TBL in July 2019 as an important part of the context. Although the written agreement was never signed, and Dr Kaushal’s evidence is that it was not fully agreed, there is correspondence between him and Mr Patel that shows that the terms were discussed and in large part agreed at the time. Dr Kaushal did not disagree that it was a loan, or that profits and losses would be shared equally between Care Help and Mr Christophi. As I have noted it was clearly a loan agreement, protected by a first legal charge on the Tower registered by Care Help. Mr Christophi and Dr Kaushal shared in the returns equally, save that for the period before Mr Christophi’s contribution was fully paid (which occurred on 9 October 2019), Dr Kaushal was entitled to a larger share.[57]Mr Christophi considered that loan agreement (which he refers to as a “joint venture” agreement, although this terminology is not accepted by the Defendants) was important for the proper interpretation of the subsequent agreement. Even in cross-examination he appeared to be indicating that he thought the terms of the acquisition of the Tower mirrored those of the “joint venture agreement”. His witness statement said “Sanjay [i.e. Dr Kaushal] and I never discussed changing our arrangement from a JV into something else.”, and he appeared in cross-examination to affirm that this was correct. However, the terms of the “joint venture” agreement (i.e. the bridging finance to TBL) do not readily map across onto the payments being made to develop the Tower. The loan to TBL was short-term finance at a high interest rate, whereas the payments to RPD were clearly for a longer-term purpose and no interest rate was specified. More significantly, there has never been any serious suggestion that Mr Christophi had any beneficial entitlement to shares in Care Help, the company through which the loan to TBL was made. At one point in cross-examination he appeared to be suggesting this, but it is not pleaded and there is no evidence to support it. Mr Christophi’s own evidence therefore points towards his having considered that this was a loan.[58]Unfortunately, and surprisingly, Mr Patel kept no file notes or attendance notes at the time, so there is no further contemporary evidence as to the agreement and he was unable to shed any further light on what was agreed at the time. He considered that he was acting for both Mr Christophi and Dr Kaushal, as well as Care Help. He was of the view that there was no conflict involved in that.[59]Mr Patel does not appear to have been significantly involved in the subsequent acquisition of the Tower by RPD, although his firm acted on the conveyancing, and he could be of no real assistance on the terms of the acquisition. However, there is an email from Mr Punj to Mr Patel, dated 1 November 2021, in which Mr Punj asked for confirmation that a £1.1 million “loan sum” had been received by Mr Patel’s firm for completion of the purchase of the Tower. There is also a subsequent email on 18 November 2021, in which Mr Patel, writing to the vendor’s solicitors and copying in Lee Stratton at Aston Shaw, said:
“In relation to your initial query, please note as follows, RP Design and Construction Ltd is owned and operated solely by Rakesh Punj. A loan has been provided directly by Castlemeadow Group Ltd…and Mr Kaushal personally to R P Design and Construction Ltd for its purchase of the Tower.”
[60]Both Mr Christophi and Dr Kaushal were surprisingly vague in their accounts of the terms of the agreement connected with the acquisition of the Tower. Mr Christophi could be no more precise than to say that the agreement was made at some time in late 2020 or the first half of 2021. No details were given of the alleged agreement that they would have an equal beneficial interest in the shares. Equally, Dr Kaushal was unable to give details of the agreement: his evidence was that it was a loan, with no interest payable during the period of the loan, but with the expectation of a return on investment once the flats in the Tower were sold. Neither man could give an account of an actual conversation, and I was taken to no contemporary emails or text messages between them.[61]Mr Holmes-Milner urged on me that this level of uncertainty and informality was not at all surprising in the context of a business arrangement between two longstanding friends who trusted each other. It is certainly clear that Mr Christophi reposed a high degree of trust in Dr Kaushal at the time when the Tower was acquired: very substantial sums of money (totalling, in the end, approximately £2.4 million) were transferred to RPD with no formality at all, on receipt of each month’s invoice for the building works.[62]Mr Strelitz argued that there was no commercial logic to the position as described by the Defendants, which would require there to be an agreement that Mr Christophi would loan money for no interest. However, the whole situation defies commercial logic: it is not plausible that two intelligent men would put seven-figure sums of money into a project without any kind of written agreement as to the basis on which they were doing so. And yet, in this case, that is what happened.[63]I am unable to find that there was any express discussion of the terms on which Mr Christophi and Dr Kaushal would fund the acquisition and development of the Tower. It appears that Mr Christophi himself was quite vague about the nature of the agreement until a relatively late date: the first reference to shares in correspondence is on 13 December 2022, when relations between him and Dr Kaushal were beginning to break down.[64]Dr Kaushal maintained that it was a loan, with no interest payable, but with a view to a return when units in the Tower were sold, sharing the profits of those sales equally. That mirrors the arrangements that Mr Christophi and Dr Kaushal had elsewhere. At the relevant period, they were involved in two property developments, known as ‘The Stance’ at West Runton and ‘The Answer’ at Attleborough. In each of these developments, which were carried out through Care Help and through Mr Wooden’s company, Answer Construction Ltd, it was clear that the funds provided by Mr Christophi were loans, repayable with a share of the profits on sale of units in the developments.[65]However, in those other cases the development and sale of units was much quicker than in this case. As I previously noted, the Tower proved to have the drawback that the flats were unmortgageable by reason of the combustible cladding on the building, and therefore quick sales were not possible. The time frame for development of the Tower proved therefore to be longer than perhaps the parties were originally expecting. What was objectively expressly agreed at the time, and what can be inferred from the parties’ subsequent conduct?[66]I am mindful of the dicta of Lord Kitchin JSC in Devani v Wells [2019] UKSC 4 that in construing an oral agreement between two parties, “It may be the case that the words and conduct relied upon are so vague and lacking in specificity that the court is unable to identify the terms on which the parties have reached agreement or to attribute to the parties any contractual intention. But the courts are reluctant to find an agreement is too vague or uncertain to be enforced where it is found that the parties had the intention of being contractually bound and have acted on their agreement.”[67]In this case a business arrangement was clearly intended. Very substantial sums of money changed hands and significant works were carried out to the Tower, with the knowledge and agreement of both Mr Christophi and Dr Kaushal, under a contract between RPD and BMA. I should, therefore, be slow to find that there was no binding agreement.[68]A point somewhat in favour of Mr Christophi’s case that there was an agreement that each party should be beneficially entitled to 50% of the shares is the open-ended nature of the arrangement: it was not an agreement to pay a fixed sum by way of loan, like the original loan to TBL, but to share the costs of the development work as the invoices came in. A further circumstantial point in favour of shares is that, in October 2022, when Mr Punj went to India, Mr Christophi proposed that Mr Punj sign undated stock transfer forms for his shares in RPD. This suggestion was not acted upon, and there is no contemporary evidence showing what the parties were thinking at the time (save that the concern appeared to be that, if Mr Punj died while he was away, the shares in RPD would fall into his estate). Mr Christophi argues that it shows that there was an entitlement to shares for both him and Dr Kaushal. Dr Kaushal says that the concern was about ensuring that the loans were properly repaid, although Mr Strelitz on behalf of the Claimants argues on that point that the loans were clearly evidenced in the company’s accounts and would in any event have been repayable.[69]In favour of its being a loan, there is the circumstantial evidence of the other agreements between Mr Christophi and Dr Kaushal, the earlier bridging loan to TBL and Mr Christophi’s own evidence that he thought that arrangement was continuing into the period when the Tower was acquired, and the lack of any previous or subsequent arrangement between them in which Mr Christophi would be entitled to shares in the company which held legal title to the property during the development works.[70]There is also the important point that there is no explicit reference to Mr Christophi being beneficially entitled to shares until 13 December 2022, when Mr Christophi wrote an email to Dr Kaushal saying “Nina [Mrs Christophi] has sold her shares of the Tower to Impact. I have cc Dan Robinson into the email. So can you please arrange for the shares to be transfer [sic] to Dan.”[71]That email is extremely odd on either side’s case. At no stage did Mrs Christophi hold any shares, and so to say that she had “sold” them is plainly wrong. (Mr Robinson’s evidence in cross-examination was that he was used to Mr Christophi’s style of written communication and interpreted the email as an expression of an intent to sell.)[72]It is fair to say, as the Claimants do, that Dr Kaushal did not respond with a denial that Mr or Mrs Christophi held any shares. However, as a matter of fact, the only legal owner of shares in RPD at that stage was Mr Punj, so Dr Kaushal must have known that the email could not be accurate. Dr Kaushal’s immediate response was “Not sure which company this is”, so it is not at all clear that he initially understood Mr Christophi’s email to be referring to RPD. The email exchange included Lee Stratton at Aston Shaw, who offered to make the practical arrangements for the share transfer– no conclusions can be drawn from that as there is no suggestion that staff of Aston Shaw were aware of the detail of the business and personal relationships involved. Dr Kaushal’s reply, once it is clear which company is being discussed, was, “To relinquish 50% stock does come as a big surprise. Would this not warrant a conversation?”. The Claimants suggest that that implies that he knew perfectly well that Mr Christophi was entitled to shares. However, the email is not as unequivocal as that, and Dr Kaushal denied in cross-examination that it was an acknowledgement of any entitlement to shares. On the face of it, it could be a reference to Dr Kaushal and his family giving up 50% of their 100% shareholding, but that was not Dr Kaushal’s evidence.[73]Later on, in the transcripts of the recorded meetings and telephone calls between Mr Christophi and Dr Kaushal in March 2023, Mr Christophi repeatedly and forcefully asserts that he is entitled to 50% of the shares in RPD. However, Dr Kaushal never makes any concession on this point (even though he was not aware that the calls were being recorded).[74]At the time of the dispute, there were clearly discussions of the possibility that either Mr Christophi or Dr Kaushal might buy the other’s interest out. There was also some discussion, which came to nothing, that Mr Robinson might replace Mr Christophi. That is not a helpful indicator either way as to the nature of the interest – if this development followed the pattern of other developments in which they were involved, the expectation would have been that Mr Christophi would receive 50% of the profits of sale of flats in the Tower, and therefore any clean break arrangement that they came to would need to reflect that profit element. In any case, they were unable to reach an agreement, seemingly because the value that Mr Christophi placed on the Tower was, in Dr Kaushal’s view, too high.[75]On the balance of probabilities, and taking into account in particular the wider picture of business relationships between Mr Christophi and Dr Kaushal, as well as the lack of any real evidence before the dispute arose that Mr Christophi thought he had shares in RPD, I conclude that the original arrangement was for a loan, not for shares in the company, and that when Mr Christophi became disillusioned with the business relationship he either convinced himself that he had been entitled to shares all along, or decided that the best way to protect his business interests would be to have a 50% shareholding in RPD and asserted an unfounded claim to them. I do not need to determine which for the purposes of this judgment. What was the role of Mr Punj in the arrangements? Was he, as the Claimants assert, merely Dr Kaushal’s puppet, or was he an active participant in decision-making?[76]I can deal quite briefly with the status of Mr Punj. It is perfectly clear that he had no real agency in this process. He neither made nor received any financial contribution, either on the acquisition of the Tower in November 2021 or the transfer of the shares in March 2023. He did nothing to obtain an asset valued at £1.895 million, and when the shares in RPD were transferred to other people he received no payment or other compensation (the Defendants claimed that there was an agreement that he would receive financial compensation at a later date, but this is not referred to in the contemporary documents). He was not involved in the decision-making on the division of the shares in 2023, and appears not to have made any contemporary comment on it at all.[77]No evidence was provided of any substantial involvement by Mr Punj in the development of the Tower, including those floors which he was said to be personally benefiting from. It was apparent that he was not included in a number of important email exchanges and discussions with contractors and suppliers in relation to the Tower. Mr Punj’s evidence of his involvement related only to relatively minor matters such as billing for energy. Dr Kaushal had access to the company’s email address, and there is evidence that he used that access for discussions with contractors and other parties. (This was entirely open and the emails are signed “Sanjay”; he was not purporting at any stage to be Mr Punj.)[78]Dr Kaushal said in cross-examination that he updated Mr Punj at regular meetings, but there is nothing in the extensive documentation (which covers the entire history of the Tower redevelopment project after RPD acquired it) to support this assertion. At one stage Mr Punj says in an email that he cannot take a decision and will have to refer it to “the investors” (i.e. Mr Christophi and Dr Kaushal). There is no evidence of his acting as an independent agent and decision-maker. He had no involvement in any of the meetings and telephone calls in early 2023 between Mr Christophi and Dr Kaushal, as one would expect if he had a genuine interest in the company. He was Dr Kaushal’s brother-in-law, and he worked for a company controlled by Dr Kaushal. I find that Dr Kaushal asked him to act as “front man” because of the negative publicity that had resulted from the original loan to TBL, which meant that Dr Kaushal did not wish his own name or that of any company he controlled to be attached to the acquisition of the Tower. Mr Punj did not take any active role in decision-making about the development of the Tower: key decisions were taken by Dr Kaushal and Mr Christophi as the funders of the development, until the dispute arose.[79]Unsurprisingly given Mr Punj’s role, he was unable to shed any light on the nature of the original agreement. He merely acted as a conduit, following instructions as required. Instructions in relation to the Tower might come from either Mr Christophi or Dr Kaushal, but throughout the process, the guiding mind making decisions in relation to RPD itself was that of Dr Kaushal. Mr Punj was a member of the family and worked in Dr Kaushal’s business, and Dr Kaushal treated RPD as a family asset in respect of which he was entitled to give directions, notwithstanding the legal ownership of the shares. Mr Punj acted in accordance with instructions.[80]Given my findings on the question of entitlement to shares, I need not deal at any length with this issue. I could not have found an express trust of the shares: as I note, there is virtually no evidence of the arrangements, and certainly nothing that could found an express trust with the requisite degree of certainty.[81]I would also have had some difficulty, even if I considered that the original agreement between Mr Christophi and Dr Kaushal was that they would have a beneficial interest in the shares, in finding that Mr Punj held the shares on constructive trust for Mr Christophi and Dr Kaushal. He clearly had knowledge that Mr Christophi was making financial contributions to the development of the Tower and was involved in the day-to-day supervision of those works, and he referred to Mr Christophi and Dr Kaushal as “the investors”. Mr Christophi was clearly making payments to fund construction works in the expectation of a return, and Mr Punj was aware of that. However, Mr Punj would have to be fixed with a greater degree of knowledge of the underlying arrangements than has been demonstrated in these proceedings: on the Claimants’ own case, he was merely a front man and was cut out of the decision-making process on important matters. The Claimants have not come close to demonstrating a common intention concerning the beneficial ownership of the shares as between Mr Punj and the Claimants.[82]The Claimants’ alternative case is that, if the agreement was a loan, terms should be implied into the agreement as set out in paragraph 8 above.[83]However, the legal test is clear: the terms of the loan are those which were expressly agreed or which must be included by necessary implication. As Lord Kitchin JSC said in Wells v Devani (at[28]), “In Marks & Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd [2015] UKSC 72, the Supreme Court made clear that there has been no dilution of the conditions which have to be satisfied before a term will be implied and the fact that it may be reasonable to imply a term is not sufficient. Lord Neuberger of Abbotsbury PSC, with whom Lord Sumption and Lord Hodge JJSC agreed without qualification, explained (at paras 26 to 31) that(i) construing the words the parties have used in their contract and(ii) implying terms into the contract, involve determining the scope and meaning of the contract; but construing the words used and implying additional words are different processes governed by different rules. In most cases, it is only after the process of construing the express words of an agreement is complete that the issue of whether a term is to be implied falls to be considered. Importantly for present purposes, Lord Neuberger also made clear (at paras 23 and 24) that a term will only be implied where it is necessary to give the contract business efficacy or it would be so obvious that “it goes without saying”. [my emphasis][84]The Claimants cannot show that any of the terms set out in paragraph 8 above are necessarily implied into the agreement. It would undoubtedly have been commercially prudent to seek security for the loan, or to include requirements for distribution of profits from time to time. However, the Claimants have not shown that any of that is required by necessary implication to give effect to the agreement between the parties. Whether the agreement was for shares or a loan, was a binding agreement reached between Mr Christophi and the Defendants in March 2023, precluding Mr Christophi from relying on the earlier agreement?[85]The Claimants have gone into great detail concerning the meetings in early 2023. I have not dealt in detail with all of those: where I have not discussed a meeting or have mentioned it only in passing, it is because it seems to me to shed no light on the questions I have to decide.[86]In early 2023 the first of a series of meetings took place in which Mr Christophi strongly and repeatedly urged that he should be given “his shares” in RPD. On Mr Christophi’s behalf it was said that Dr Kaushal never expressly denied that he had shares. That is true, but it is also true (as was said on Dr Kaushal’s behalf) that Dr Kaushal also never accepted that he did have an entitlement to shares.[87]On 1 March 2023 Mr Christophi prepared a spreadsheet setting out what in his view was a “minimum” valuation for the Tower as it then stood. His figures showed that it was worth approximately £7.5 million, on the basis of a “confirmed” value of £180,000 per flat (for 18 flats) and estimated values for other parts of the building. (It is not clear how that figure was confirmed: the only valuation of the Tower available to the court dated from 2018 and specified a market value of £1.79 million and a gross development value with 18 flats of £2.425 million.) He asserts that he met Dr Kaushal on 7 March 2023 and put those figures to him.[88]Dr Kaushal denies that there was a meeting on 7 March, but accepts that at some point in early March Mr Christophi told him that the relationship was not working and that one of them should buy the other out of their interest in the Tower. Nothing turns on exactly when that discussion took place.[89]It is common ground that there was a meeting at which a possible buy-out was discussed on 10 March 2023. Exactly what happened at that meeting is disputed. Dr Kaushal’s version of events is that Mr Christophi was angry and aggressive, and at one point tried to prevent him from leaving by blocking the door with his foot. Mr Christophi denies this and asserts that Dr Kaushal was aggressive. Shortly after that meeting, Mr Christophi messaged Dr Kaushal “Hi Sanj I still can’t believe what happened this afternoon. Not sure why you would [sic] give me what is mine. Really shocked me.”[90]On the Claimants’ case, Dr Kaushal did not respond to that message and blocked Mr Christophi’s number. That is, in my view, consistent with Dr Kaushal’s evidence that Mr Christophi was angry and aggressive and that he was shaken by the meeting. The transcripts of the recorded conversations also show that Mr Christophi’s approach at this period was aggressive and confrontational.[91]In the background, by this time, Dr Kaushal was discussing the possible exclusion of Mr Christophi from the Tower project with Mr Ademaj, with whom he was on friendly terms. They were also working together on other development projects. Mr Christophi sees this as a plot to deprive him of what was rightfully his, but an alternative and more plausible reading is that Dr Kaushal had simply realised that the relationship was unsalvageable and was making alternative plans for the Tower project in parallel with negotiating an exit for Mr Christophi. It appears from contemporary WhatsApp messages that Dr Kaushal was making arrangements to have RPD’s registered address changed from Aston Shaw to another firm of accountants, and that they were discussing keeping information confidential from “SC”, who in context must be Mr Christophi. They also discussed and rejected Mr Christophi’s proposal that he should have a first legal charge over the Tower to protect his investment, which had been suggested in an email in March 2023.[92]Dr Kaushal and Mr Ademaj both denied that the intention was to exclude Mr Christophi from the running of RPD, but I do not find their denials credible. However, I do not think that this assists Mr Christophi’s case: there is nothing in their exchanges of messages to suggest that Dr Kaushal accepted that Mr Christophi was entitled to 50% of the shares.[93]No buy-out arrangement was reached. A further meeting took place on 13 March 2023, at which Mr Wooden and Mr Ademaj were present in addition to Mr Christophi and Dr Kaushal.[94]Accounts of Mr Wooden’s presence varied: Mr Christophi gave evidence that Mr Wooden had given him a lift and that he had asked him to stay when he saw that Mr Ademaj was present. This was not supported by Mr Wooden, who gave evidence that he had been asked in advance to attend the meeting. That accords with his original witness statement in which he says that “Steve asked me to give him a lift to Café Nero…and join him at a meeting with someone who he said had stolen his property from him.”[95]At that meeting Mr Wooden’s evidence, which I have no reason to disbelieve, was that Mr Ademaj appeared to be very angry and asserted that Dr Kaushal owed him money (which Dr Kaushal did not deny at the time). That was subsequently admitted to be a lie: Mr Ademaj admitted this in his witness statement, and in cross-examination said that both Dr Kaushal and Mr Christophi were his friends and he hoped to keep their business relationship going. I treat this evidence with caution as Mr Ademaj was not a wholly reliable or truthful witness. However, I note that he had a financial interest (as it was his company carrying out the work to the Tower, and the work was not yet completed) in trying to maintain good relations with both the funders of the work.[96]On 23 March 2023 Mr Christophi met Mr Ademaj. He recorded that conversation, and a transcript of the recording was in evidence. During that call, Mr Ademaj was at some pains to persuade Mr Christophi that he was on his side in the dispute. They also discussed the possibility of Dr Kaushal buying Mr Christophi out.[97]The following day, 24 March, it appears that Mr Christophi and Mr Ademaj had a further discussion in the morning. There is no recording of that discussion, but as I noted at paragraph 19 above, Mr Christophi created stock transfer forms from Mr Punj to Dawson Brown and Mr Ademaj in advance of the telephone call on 24 March 2023. (The transfer to Dawson Brown was executed exactly as drafted: Mr Ademaj’s shares were in fact transferred to BBB, rather than to him personally as in the draft transfer.) This is a very strong piece of evidence against the Claimants’ assertion that Mr Christophi never agreed to accept the deal offered to him in 2023. He had, plainly, had discussions before the conference call at which the terms were set out, or he could not have known the numbers of shares involved. Having drawn up a stock transfer form for 37 shares to Mr Ademaj, he pointed out to the other two in the course of the call that they could not legally have 37.5 shares each, and one would have to have 37 shares and the other 38. I accept that there must, as all the Defendants assert, have been some unrecorded discussion earlier that day with Mr Ademaj, who at this stage was acting as a go-between for Mr Christophi and Dr Kaushal. That is in keeping with the role played by Mr Ademaj on the key telephone call on 24 March, when he appeared to be acting as a broker between the other two in relation to an arrangement that had already been set out to Mr Christophi.[98]Dr Kaushal said repeatedly in cross-examination that he agreed the transfer of shares to Mr Christophi, to which on his case Mr Christophi was not entitled, in March 2023 because he “wanted peace”. I have no hesitation in accepting this aspect of his evidence. Mr Christophi was a combative and aggressive witness, and the clear evidence of the transcripts and the contemporary documents is that he behaved extremely aggressively to Dr Kaushal at the time of the dispute, including using his car to block access to one of the care homes, the sending of an email threat early in the morning of 24 March to expose him to a journalist (without specifying the precise nature of what he was going to say) and the posting of negative reviews of Dr Kaushal’s company’s care homes online. It is entirely understandable that Dr Kaushal wanted to resolve the situation as quickly as possible.[99]It is argued on behalf of Mr Christophi that he did not agree to the deal laid out for him on 24 March 2023. The transcript of the final discussion on that day, viewed in isolation, is equivocal and cannot on its own constitute sufficient evidence that Mr Christophi acquiesced to the arrangements (I accept that there is no point on the call itself in which he clearly and unequivocally accepts the arrangements, although he also does not expressly reject them.) However, the fact that he did draft share transfer agreements earlier that day is very strong evidence that he reluctantly agreed to it, albeit with the probable aim in view of obtaining further shares from Mr Ademaj in a side deal.[100]Following the call on 24 March, Mr Christophi did not immediately respond to Dr Kaushal’s email setting out the outcome. His email to Mr Patel referring to a stitch-up clearly indicates that he was unhappy, but not that he had not agreed to the arrangement. It was not until 15 April (after he realised that Mr Ademaj had no intention of transferring shares to him) that he replied to say that he did not agree and would not have agreed.[101]As noted at paragraph 22, Mr Christophi forwarded the email from Dr Kaushal to Mr Robinson and Scott Herd. On the same day he had been exchanging WhatsApp messages with them both about the Tower. He sent a message at 15.31 to say “Nik [Mr Ademaj] is at Sanjay [Dr Kaushal] with stock transfer forms. I have Nick stock transfer from him to me.” At 16.51, after an exchange of views about Dr Kaushal, he sent a further message saying, “Just had a call confirming transaction and shares will be transferred on Monday”, which received the reply from Scott Herd, “Great news, white port on Monday then”. Mr Christophi replied, “Iam going to get Nik to transfer his share first”.[102]That exchange reveals that at the time of the share transfer Mr Christophi did agree to the arrangement with Dr Kaushal, albeit in the expectation of receiving a further transfer of shares from Mr Ademaj. Mr Christophi tried to say in cross-examination that the reference to “white port on Monday” was a reference to a holiday in Spain and had nothing to do with celebrating the resolution of the disagreement about the Tower, but in context that is simply not credible.[103]I find that, although Mr Christophi was plainly unhappy with the agreement, an agreement was reached on 24 March 2023 and subsequently given effect by the transfer of shares to Dawson Brown. The fact that someone is not happy with the outcome of a negotiation does not mean they have not agreed it. He said in cross-examination that he would have been better off with nothing than with 25%, but that is self-evidently hyperbole: his witness statement says that he took what he could get, which is surely the truer reflection of his position.[104]The earlier question of the terms of the loan by Mr Christophi to RPD therefore falls away, as it was superseded by the new arrangement. The agreement reached in March 2023 provided for repayment of the capital lent by Mr Christophi in addition to the transfer to Dawson Brown of 25% of the shares.[105]Mr Christophi turned his focus, after 25 March, to persuading Mr Ademaj to transfer shares in RPD to him, and sent him a stock transfer form for completion, transferring 26 shares. The transfer was never made.[106]It is somewhat beyond the scope of this case to consider why Mr Ademaj received 37 shares in RPD. Certainly, on the face of it. it seems odd (as does the fact that KIG received only 38 shares and therefore did not have a majority shareholding). BMA had been paid for works done to the Tower to date, and the Claimants strongly disputed the Defendants’ assertion that the shares were given by way of inducement to persuade him to focus on the Tower for the future (although there clearly was still some work to be done, and there had been some earlier unhappiness about the pace of work). I do not need to make a finding on that point: the fact that he and Dr Kaushal together had 75% of the company certainly makes the agreement that was reached less attractive for Mr Christophi, but does not invalidate it. It is not for me to consider the adequacy of the consideration supplied to Mr Christophi, provided that I find consideration was provided. The Claimants suggested that the reason for conferring the shares on Mr Ademaj was in order to ensure that Dr Kaushal, with another person, had a clear 75% of the company enabling them to outvote Mr Christophi on the majority of matters. (There was a parallel suggestion that, when Mr Christophi filled in a stock transfer form for Mr Ademaj to sign, for 26 rather than 25 shares, he was himself hoping to acquire a majority of the company’s shares by stealth.) Mr Ademaj and Dr Kaushal were friends and were working on other property developments together, the Tower was not yet complete, and although the arrangement lacks commercial logic, so did the original arrangement between Dr Kaushal and Mr Christophi.[107]In any event, I find that Mr Ademaj agreed with Mr Christophi that he would transfer shares in RPD to him for no consideration, but that he had no intention of following through on his agreement. Mr Ademaj reluctantly accepted this in cross-examination (after initially suggesting that he did originally intend to arrange the transfer). Mr Christophi subsequently gave him a Cartier watch and transferred £50,000 to a company he controlled. Mr Ademaj asserts that this was an attempt to bribe him to make the transfer. Mr Christophi says that it was a demonstration of his trust in Mr Ademaj. The watch was returned, as was the £50,000. On the balance of probabilities, it seems to me that the likelier explanation is that it was an attempt at a bribe which did not result in success.[108]This interpretation is supported by Mr Christophi’s subsequent behaviour. He called in a loan to another of Mr Ademaj’s companies after it became clear that Mr Ademaj had no intention of transferring the shares to him. Mr Christophi denied that that was retaliation, asserting that the loan was overdue on its own terms. However, the timing is suggestive, and on balance it seems likely that he chose to call in the loan to revenge himself on Mr Ademaj. This is supported by the steps that he undoubtedly took to attempt to persuade Dr Kaushal to distrust Mr Ademaj, by an email to Dr Kaushal on 16 April alleging that people who invested in developments with Mr Ademaj lost their investments, and at a meeting in April 2023 (which was recorded by Mr Christophi himself), when he attempted to persuade Dr Kaushal that Mr Ademaj was involved in drugs and / or planning violations, based on a newspaper story about an individual with the same surname. Mr Christophi had no real evidence of those allegations. Dr Kaushal repeatedly suggested at that meeting that he should confront Mr Ademaj with the allegations, but Mr Christophi discouraged him from doing so. It is likely that he did so, discreditably, because he knew he was giving Dr Kaushal untested information in an attempt to drive a wedge between him and Mr Ademaj (and presumably, although this was not explicitly said, to persuade Dr Kaushal to induce Mr Ademaj to transfer shares to him). He was unable to give any credible alternative explanation for his conduct in cross-examination. Ifthere was a binding agreement, what was the consideration for it?[109]I have found that the original agreement was for a loan, not shares. In the light of that, the consideration received for the agreement in March 2023 was, plainly and obviously, the 25 shares in RPD. The share certificate was issued to Dawson Brown within a few days of the discussion on 24 March, as impliedly instructed by Mr Christophi when he prepared the stock transfer form naming Dawson Brown as the transferee. The Claimants’ argument that there was no consideration for any agreement reached is not sustainable. If I find that there was a trust of the shares, did Mr Punj act in breach of trust by transferring the shares in March 2023?[110]Even if there had been a trust of the shares, I find that Mr Christophi agreed to the compromise in March 2023 and that Mr Punj reasonably considered that he was acting in accordance with the instructions of both Mr Christophi and Dr Kaushal, the only two beneficiaries of the purported trust. Mr Punj was copied into Dr Kaushal’s email setting out the terms of the agreement, from which Mr Christophi did not dissent at the time, and Mr Christophi had already prepared the stock transfer form to Dawson Brown. There is therefore no basis for a claim for breach of trust in respect of the transfer of shares.[111]There is also no evidence that Mr Punj or Dr Kaushal was aware of Mr Christophi’s separate negotiations with Mr Ademaj at the time of the agreement in March 2023, although Dr Kaushal was made aware of them later. Mr Christophi cannot rely on those negotiations to throw doubt on his agreement with Dr Kaushal. If there was a trust of the shares: i) Were BBB and / or KIG liable in knowing receipt of trust property when they received shares in RPD, such that it would have been unconscionable for them to retain them? ii) Did Mr Ademaj and / or Dr Kaushal dishonestly assist in a breach of trust?[112]In the absence of a trust of the shares, KIG cannot have been in knowing receipt of trust property, and Dr Kaushal cannot have dishonestly assisted in a breach of trust.[113]As I indicated earlier, the Claimants’ claims against Mr Ademaj and BBB were wholly dependent on the existence of a trust, and as I have found no trust they must fall away. In the absence of any trust of the shares, BBB and Mr Ademaj cannot have been in knowing receipt of trust property or have dishonestly assisted in a breach of trust, and the Claimants cannot show any alternative basis on which Mr Ademaj and/or BBB was liable to make a transfer of shares to Mr Christophi. Mr Ademaj’s conduct was not admirable or edifying: as I have found, he strung Mr Christophi along with promises to make a share transfer that he had no intention of making. However, there is no basis for making the findings that the Claimants ask me to make. Conclusion[114]In the light of my findings above, the Claimants’ claims are dismissed.