Karen Roberton v Stephen Collins [2025] EWHC 3149 (Ch)

[2025] EWHC 3149 (Ch)

Case No BL-2023-000969

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

CHANCERY DIVISION

Venue Rolls Building, Fetter Lane

London EC4A 1NL

Date 28 November 2025

Before

Richard Farnhill

(sitting as a Deputy Judge of the Chancery Division)

Between

KAREN ROBERTONClaimant

STEPHEN COLLINSDefendant

Nigel Woodhouse (instructed by Streathers Highgate LLP) for Claimant

The Defendant appeared in person for in person

Hearing Hearing dates: 27-31 October 2025

Approved Judgment

This judgment was handed down remotely at 2pm on Friday 28 November 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

.............................

Richard Farnhill (sitting as a Deputy High Court Judge of the Chancery Division):

[1]This dispute concerns a business venture between the Claimant and the Defendant to develop a house (the Property) in the Drôme département in France into a niche hotel. In broad outline it is a sadly familiar story. They had a social relationship; they decided to start their business venture together; the latter has failed and that failure at least played a part in taking the former down with it.

[2]As I will go on to address, Mr Collins was unable to afford legal representation at the trial, and quite possibly at earlier stages of these proceedings. It is important in all cases for a judge to be clear as to their findings, but that is especially the case where a party is not represented by lawyers.

[3]Put simply, I consider that the business relationship between the parties was one of partnership, not employer and employee; that the partnership has been dissolved; and that the partnership now needs to be wound up and an account taken.

[4]I am conscious that this judgment may well not bring the parties’ dispute to an end. Any practical steps flowing from this judgment will have to be taken in France, which as I will address is where the key asset is located. Two points flow from this.

[5]First, Mr Collins has raised in correspondence various matters of French law relating to the rights of workers and the property rights of those in actual occupation. So as to be clear at the outset, if such matters are in issue they are for the French courts, not for me. They are not within the scope of this claim and I express no view on them.

[6]Secondly, it may be that this judgment will still be relevant in any such proceedings in France. Given that Mr Collins is not represented I would, in any event, have given a full explanation even to background points. As I go on to note, Mr Collins is an intelligent and articulate man. He is not, however, legally qualified, and there is no reason why he should have to scour the internet for answers when I can easily, and hopefully more reliably, provide them for him. Given that this matter may come before a French judge who does not have experience of the English system, I am also hopeful that such explanations will assist them in reaching any decisions they are called on to make.

Conduct of the trial

[7]Mr Collins did not have legal advice or representation at this trial; he was what English law describes as a litigant in person. That is increasingly common in English civil proceedings, and judges have familiarity with the challenges that litigants in person face. We are guided by what is known as the Equal Treatment Bench Book, which addresses both the issues that may arise and steps that can be taken to assist in dealing with them.

[8]The importance of addressing those challenges is captured in a quote from Lord Reed in the Supreme Court’s decision in Serafin v Malkiewicz

[2020] UKSC 23

“A judgment which results from an unfair trial is written in water.”

That quote features prominently at the start of the Equal Treatment Bench Book. It is unquestionably right.

[9]The Equal Treatment Bench Book goes on to address the findings of a working party chaired by Hickinbottom J, as he then was, in 2013 on the question of litigants in person. Again, I feel it is worth quoting from that: …litigants in person are not in themselves ‘a problem’; the problem lies with a system which has not developed with a focus on unrepresented litigants. We consider it vital that, despite the enormous challenge presented, judges are enabled and empowered to adapt the system to the needs of litigants in person, rather than vice versa.

[10]Again, I unreservedly endorse that sentiment. It was of great importance to me that Mr Collins was able to present his case in his own words and on his own terms. That did not mean he could ignore the procedural rules: the right to a fair hearing applies equally to represented parties. On one occasion, which I address below, it seemed to me that it would not be fair to allow Mr Collins to change his position, given what had gone before. At times I had to ask him to rephrase questions put to Ms Roberton because those questions were, in my view, unclear such that the evidence given in response would be unclear. He was, however, given time to present his case and was permitted to raise points that were not directly in issue on the statements of case. Strict procedural requirements, for example as to the form of applications, were not enforced against him. We took regular breaks during the trial to reduce the pressure on Mr Collins.

[11]In that context I should express my gratitude to Mr Woodhouse and the Claimant’s side generally. In many cases I was not called on to make a ruling because they agreed to what Mr Collins was requesting. I should also record that Mr Collins, equally, expressed his gratitude to them; it reflected well on both parties that despite the bitterness of the dispute they saw the importance of procedural fairness in resolving it.

[12]Mr Collins did not engage with these proceedings between around March 2025 and the start of trial. That meant that he was involved at the time of the costs and case management conference (the CCMC) but did not participate in the pre-trial review (the PTR). Mr Collins explained some of the difficulties he faced, and I accept what he said; this is in no way a criticism of him. In procedural terms this was significant in two regards, however.

[13]First, the CCMC Order of Master Marsh made clear that the trial was to be in person. On the Friday before trial, which was the reading day when I was reviewing the papers in preparation for the trial, Mr Collins wrote to the court requesting that the trial be held remotely, explaining that he was unable to attend in person due to financial constraints; in his own words, he was “broke”.

[14]By the time I received that letter it was too late to make any of the necessary arrangements, and in any event I needed to hear both sides’ positions on a remote trial, not just that of Mr Collins. Ms Roberton and her legal team attended trial on the first day, 27 October 2025. Mr Woodhouse recognised the importance of Mr Collins having the opportunity to present his defence, should he choose to do so. He explained that Ms Roberton was amenable to either a remote or a hybrid hearing. Given the point I made earlier about enforcement in France it may be useful to address the difference between those things. A remote hearing involves both parties and the judge being in separate locations and the trial being wholly online. A hybrid hearing involves the trial proceeding in a physical courtroom with some parties (in this case Ms Roberton and her legal team) present before the judge, while others (here, just Mr Collins) were online. With a view to affording both parties the same opportunity to be heard in the same way I ordered that the hearing be fully remote.

[15]Mr Woodhouse also confirmed that Ms Roberton was prepared to maintain the original timetable proposed at the PTR. This meant that Mr Collins was not prejudiced by making his application for a remote trial very late; he still had the opportunity to hear Mr Woodhouse’s opening submissions and respond to them, as well as making his own submissions. He also had a full opportunity to cross-examine Ms Roberton.

[16]It is worth noting that these were significant concessions by Ms Roberton. Proceedings in the Chancery Division are governed by the Civil Procedure Rules and the Chancery Guide. Again, recognising that this judgment may need to be enforced in France, the term “guide” is potentially misleading; the Chancery Guide is in fact part of the procedural rules and its provisions are binding. They should have been followed in this case.

[17]Mr Collins should have applied for a remote trial much earlier in the proceedings, certainly well in advance of the trial. It is clear from Master Marsh’s order of 1 November 2024 that the trial was to be in person unless the court ordered otherwise. There was, formally, no application before me at all to change that, Mr Collins’ evidence as to lack of resources was not given under a statement of truth, which would be required for a witness statement in support of an application. His letter was not even signed. Unquestionably the application was what English law classes as “very late” because it required changes to the listing of the trial in order to allow the trial to go ahead. Such applications are rarely granted. The Chancery Guide Appendix Z suggests that remote trials be discussed with the other side, raised at the PTR and in any event in correspondence with the court in good time ahead of the trial. None of that happened.

[18]In recording all of this I am again not criticising Mr Collins. I will go on to address my impression of him shortly, but I accept he acted in good faith in raising the matter when he did. Issues like this can and do arise with unrepresented parties.

[19]Rather, I raise it to highlight the response of Ms Roberton. She would have been entitled to object to the request for a remote hearing simply on the ground of timing. She would also have been able to object on the basis that this matter turns, in part, on my impression of the witness evidence and that is best done in person. She took neither point; she allowed the trial to proceed on Mr Collins’ terms. Of course, I might have ordered that it do so in any event. The point is that Ms Roberton’s decision meant that no such order was required. She could equally have insisted that the listing remain for four days, rather than extending it to five. That extension will have cost her a significant amount in legal fees; it also meant that she was exposed to a longer cross-examination. Again, she accepted both things. This was a vivid example of the constructive approach that Ms Roberton and her team took.

[20]The second relevant provision of the CCMC Order was that witness statements were due to be served on 31 March 2025. Mr Collins did not submit any witness evidence. He applied during the trial for permission to adduce a statement from his mother, Mrs Collins. I refused permission. That was the subject of a separate judgment but again it may be helpful to summarise my reasons here.

[21]First, it did not seem to me that Mr Collins had good reasons for waiting so long to serve his witness evidence. The issue was not inadvertence – he was chased by Ms Roberton’s solicitors about having missed the deadline for filing witness evidence. In his letter to the court just before trial Mr Collins said he did not submit witness evidence because he wanted to preserve his right to contest this court’s jurisdiction. He then said it was down to a concern that if he served witness statements they would be used by Ms Roberton as a reason for applying to strike out the Defence, that is to determine this dispute without the need for a trial (for example because the facts asserted do not support any defence or counterclaim known to English law). Finally he asserted he had misunderstood the requirements of the CCMC Order and thought, based on what had been said by Master Marsh and/or Mr Woodhouse at one of the earlier hearings that the Defence amounted to a witness statement.

[22]The suggestion that he understood that the Defence served as a witness statement was, it seemed to me, plainly not right. Even if, which I reject, Master Marsh and/or Mr Woodhouse had discussed such an idea in the course of the CCMC, it was not what was ultimately ordered. It is also at odds with Ms Roberton’s solicitors chasing on the point when Mr Collins did not serve witness statements by the deadline provided in the CCMC order. Moreover, even if Mr Collins thought the Defence represented his evidence that was not the statement he wished to serve; as I have noted, that came from his mother. The Defence could not have been her evidence on any analysis. Finally, Mr Collins recognised that he discussed this issue with a solicitor friend at the time. Discussing an issue with a friend who happens to be a solicitor and instructing a solicitor to advise are very different things, but Mr Collins did have some legal input on the point. He could not properly have been advised that the Defence was a witness statement, less still that it was the witness statement of Mrs Collins.

[23]As to the other arguments Mr Collins advanced, as I will go on to address he has already given up his right to contest jurisdiction by actively participating in these proceedings, most importantly by filing a Defence to the merits of Ms Roberton’s claim. I accept, however, that he still considers (incorrectly but in good faith) that this is an argument he can advance. I therefore also accept that he decided not to file witness statements in part with a view to protecting this argument. The difficulty for Mr Collins is that this necessarily means that he did not serve evidence when the CCMC Order required him to do so for tactical reasons. He does not have the right to change his tactics immediately before trial.

[24]On strike-out, Mr Collins’ position was hard to follow. His witness statements would only support an application to strike out if the Defence and Counterclaim disclosed no reasonable ground for defending the claim or pursuing the counterclaim. If Mrs Collins’ evidence supported his position it would not assist the Claimant in pursuing a strike-out. Again, however, I accept that Mr Collins genuinely was concerned about this possibility and it was one of the things that motivated his decision not to present witness evidence. The difficulty is the same as the one I have just addressed: Mr Collins could have put in witness evidence but elected not to do so for strategic reasons. The strategic landscape now looks different to him, but that is not what the law considers a good reason that would justify him changing his position. This was a choice by Mr Collins and he has no right to revisit that choice because his perception of what will serve him best has changed.

[25]The second reason I refused permission is that it would have denied Ms Roberton the right to a fair trial. Trials are demanding affairs for all involved, and to expect Mr Woodhouse, who was the only counsel instructed, to prepare a detailed cross-examination at a time when he needed to consider the cross-examination of Ms Roberton, his only witness, and prepare any re-examination of her was, in my view, unfair.

[26]Finally, I should record that there was one line of questioning from Mr Collins that I did not permit. Ms Roberton had sent to Mr Collins certain messages that were of an explicitly sexual nature. She described the messages as banter that was engaged in by both parties at the time. He rejected that characterisation and wished to cross-examine her on how she thought they had affected him.

[27]Those messages were not relevant to the issues in dispute and were not a part of Ms Roberton’s statement other than to say they were irrelevant. I agree that the issues before me for determination do not require me to determine what was intended or understood by those messages, and so it would not be appropriate for me, in this judgment, to do so. Moreover, I was concerned that Mr Collins was seeking to cross-examine on them using a summary in a letter he had sent. I do not doubt that the messages were accurately transcribed in that letter, but it meant that the messages could not be seen in their context. That, in turn, meant I would only have part of the picture. That is not a fair trial. In any event, the question of how he felt was obviously his evidence, not that of Ms Roberton. For all these reasons I did not allow him to put questions on those messages to Ms Roberton.

[28]In refusing Mr Collins the chance to put those questions I did not and do not in any way suggest that uninvited or unwelcome sexual messages are to be condoned, nor do I in any way suggest that it makes a difference that in this case the conduct was said to involve a woman using such language to a man. On the contrary, I recognise that these are very serious matters and should be treated as such. That was precisely my concern: both parties had the right to a fair hearing on such serious allegations, and in this context that meant Mr Collins properly setting out the case that was being put (and so had to be answered) and disclosing all evidence relevant to it ahead of trial. As a result of Mr Collins not engaging with the process, none of those things had happened.

The parties

[29]Typically, in a judgment, the judge will record his or her impression of the witnesses at this point. Ms Roberton was a witness before me but Mr Collins was not. He was, however, representing himself and inevitably there was a blurring of his role as a result; at times he made submissions, at times he was setting up questions to Ms Roberton with quite a long preamble detailing events, at times he was giving evidence as to what happened. Mr Woodhouse at no point objected to that, instead allowing Mr Collins to put his case in the way he chose to do so. Moreover, while Mr Collins did not give oral evidence he was the author of roughly half the relevant communications before me. My perception of that evidence is, of course, critical.

[30]Taking first Ms Roberton, she has a long career in financial services, the bulk of which has been as a client relationship manager. In a sense that is a sales role, but that would oversimplify what Ms Roberton does and understate the complexity of her work. She works in the asset management division of a major financial institution and liaises with investment intermediaries in the structuring of financial products to ensure that they meet certain criteria required by investors, such as pension funds and sovereign wealth funds. She is therefore not involved in the initial structuring of the products, but may have a role in suggesting how they might be changed to satisfy those criteria. Critically, she is not involved in any aspect of corporate banking; she does not, for example, have a role in business lending. Hers is a senior role, however, with three direct reports in London and multiple teams globally reporting to her directly or indirectly. Relevantly for this dispute, her role involves significant travel.

[31]Ms Roberton was a patient, thoughtful witness. Through no fault of his, some of Mr Collins’ questions were lengthy and not easy to follow. Ms Roberton engaged with them and sought to answer them. On one occasion, when Mr Collins was explaining his vision for the project and asking if Ms Roberton agreed that he had explained this to her, I asked him to restructure the question because I did not think it was something she could properly answer. Ms Roberton made clear that she did understand the question and she agreed that Mr Collins had described what he wanted to achieve in those terms. That was typical of her transparency in giving her evidence.

[32]Mr Collins criticised Ms Roberton’s witness statement for containing irrelevant and prejudicial material. I agree that in places her statement went beyond the scope of what was in dispute before me. I accept that Ms Roberton gave that evidence honestly and in good faith, thinking it was helpful background to the relationship. Where it was irrelevant I disregarded it.

[33]There was, inevitably, a vagueness to aspects of Ms Roberton’s evidence. She was describing events in 2018 and both the world at large and her relationship with Mr Collins have changed a great deal since then. Where she did not recall details or dates she candidly accepted that to be the case. She was a credible, reliable witness.

[34]Mr Collins, as he accepted himself, has had a very unusual life experience. Much of his adult life has been spent outside the United Kingdom, principally in the USA and France. He has had roles in media, property development and the hospitality sector. He has often been engaged, to use a neutral term, as a fixer: he is the person to whom people turn when a Hollywood celebrity wishes to leave a restaurant without being seen by the media, and to whom they turn when their home in Palm Springs or Chelsea needs redeveloping in a way that others will wish to emulate. He is accustomed to considerable independence in his roles.

[35]Mr Collins is a man of singular talents. He is intelligent and articulate, although he seemed to me much more comfortable with oral communication, especially spontaneous oral communication, than he was in writing. Even via video-link and in the context of a trial it was obvious that he is charismatic and engaging. He is something of a polymath, having aesthetic skills in fields like art and media, but also having some of the practical skills of a project manager. For reasons I will go on to address in the context of this project – converting a rural house into a hotel – I think he was less able when it came to business planning. Moreover, this project went very significantly beyond his prior experience of redevelopments. Both of those things have presented serious issues in this case.

[36]He is also a man of singular flaws, which he accepts himself. In particular, it seemed to me that he lives life without some of the psychological filters that allow many people to contextualise things. In French there is a transitive verb, relativiser, which is typically translated as putting something into perspective. It carries with it a further sense, however, of avoiding absolutes. It seems to me that is something that does not come easily to Mr Collins. At one point in his submissions he recognised that he can get stuck in what he described, I think, as a “repetitive loop”, repeatedly going over the same or similar points with growing intensity of feeling. That was, I felt, an aspect of what I am describing. At times he can become very emotional, often quite rapidly shifting moods.

[37]That, too, has been an issue here. He has committed himself, almost literally, body and soul to this project. In it he has been supported by his mother, who is in her 80s and has health issues and to whom he is exceptionally close. In seeking to make things work, he has worked himself into a state of physical and mental ill health. The project has been long cherished on his part; it is not simply that he has been involved since 2018, when the disputed meetings occurred. He first viewed the Property with his then girlfriend in 2015 and his vision for it started to form then. He faces seeing all that he has invested in the Property being taken away. Unquestionably that is deeply distressing for him.

[38]Moreover, he feels that Ms Roberton bears considerable, if not full, responsibility for the failure. For reasons I will address I disagree, but Mr Collins certainly now believes that she undertook to play a much more active role in it than in fact has proved to be the case. He also feels that she promised a degree of security for him and, possibly, his mother that, again, he feels has not been delivered.

[39]The result is that he feels betrayed. Not simply let down or disappointed; it was obvious during his opening that the sense is much more visceral. He was, he explained, “appalled” and “deeply hurt” by what had happened. He was on the verge of tears.

[40]That has coloured his recollection of events in the past. Mr Collins prides himself on his memory, quite possibly with good reason, but as the line of cases flowing from Gestmin v Credit Suisse

[2013] EWHC 3560 (Comm)

highlights, the psychological literature is compelling in showing that the perceived strength of a recollection is not a good guide to its accuracy. All the Gestmin factors are in play here: Mr Collins is, through necessity, the advocate in his own cause; he has a great deal to lose if this case goes against him; he has revisited the events in question in his own mind time after time after time. He fully believes in his case, his recollection of what happened is vivid, but neither thing means he is right.

The factual background

[41]Perhaps surprisingly, given what I have said, there is limited difference between the parties in terms of the facts so far as they are relevant for the questions I must determine. A great deal of the heat that has been generated in this dispute relates to why the relationship broke down, but I am tasked with looking at its formation and whether it was brought to an end.

[42]Both parties are UK nationals and Ms Roberton was domiciled in England and Wales. Domicile is tied to a specific legal system. Because the United Kingdom comprises three different legal jurisdictions – Scotland; Northern Ireland; and England and Wales – there can be a distinction between nationality and domicile. See AG for Alberta v Cook

[1926] AC 444

at 448-450. There was more of a dispute as to Mr Collins’ domicile. The concept of domicile in English law is a technical, legal one. An individual acquires their domicile at birth, known as their domicile of origin. They can certainly change it later in life, referred to as their domicile of choice, but that involves more than simply living outside (in Mr Collins’ case) England and Wales. The position is summarised in Dicey, Morris & Collins on the Conflict of Laws (16th Ed) at paragraph 6R-037:

“Every independent person can acquire a domicile of choice by the combination of residence and intention of permanent or indefinite residence, but not otherwise.”

As Dicey goes on to make clear (paragraph 6-042) the intention must be specific to a particular country; a party who leaves England and Wales intending never to return retains their English and Welsh domicile until they decide where they do intend to settle.

[43]There was no direct evidence before me as to Mr Collins’ intention at the relevant time. As the test for domicile of choice that I have just explained makes clear, it is not enough that he had left the UK; he needed to have formed a settled intention to remain somewhere else and to have been in that place when he formed that intention. Ms Roberton was cross-examined at some length about what Mr Collins told her regarding where he was to reside. She explained that she knew that Mr Collins planned to move to France, but he had moved around a great deal before and she did not know if this move was definitive. I accept that evidence. From a legal perspective, she only had half the picture. Mr Collins had the full picture, but he chose not to provide it, by way of witness evidence, to the court.

[44]Ultimately, it makes no difference because domicile is not an issue that needs to be determined in this case. In English law neither partnership nor employment depend on the nationality or domicile of the parties to the relationship. Regardless of Mr Collins’ domicile, the result is the same. It may have been a factor that Mr Collins thought was relevant to jurisdiction. For reasons I go on to address, he has lost the right to challenge jurisdiction and so, again, it has no relevance to that issue.

[45]Mr Collins and Ms Roberton had come to know each other socially, when he worked at The Ivy restaurant in London at which she was, with some regularity, a customer. There was some dispute as to the precise nature of that relationship. Broadly, Mr Collins alleged that Ms Roberton came over time to seek a greater degree of intimacy than he wanted and Ms Roberton denied that. Again, that does not go to any of the issues that I must decide. The parties’ respective motives in entering into their business relationship are not directly relevant to its nature; even if Mr Collins is right it would not help me to decide whether the result of any alleged attraction was employment or a business partnership.

[46]The business aspect of their relationship started in May or June 2018 when Mr Collins was staying with Ms Roberton at her home in London. Mr Collins had suffered financial hardship. He had had some success in California in property development but that venture had ended badly for him. He had also worked on redeveloping a property for his then girlfriend but payments that he said were promised to him were not made and his legal claim to recover them was unsuccessful. At around this time he was seeking to make a fresh start in France.

[47]Mr Collins and Ms Roberton discussed the idea of developing a property in France into a boutique hotel. Mr Collins had been interested in the Property since at least 2015, when he had been to see it with his then girlfriend. There was some disagreement as to whether Mr Collins showed Ms Roberton pictures of the Property on his laptop at her request or whether, instead, he showed her a photobook that he had prepared. Nothing turns on that, but I accept Ms Roberton’s evidence that she was shown the photobook.

[48]It was obvious that she was deeply impressed by Mr Collins’ project, partly a consequence of the Property but partly, I think, connected with how impressed she was by Mr Collins himself. In her witness statement she described herself as “a bit dazzled” by his project to develop the Property. She separately made clear that she was “enthralled and excited about the potential outcome” and “was completely caught up in the glamour of it”. Mr Collins took issue with at least some of these descriptions as implying that he had in some way cheated her. Ms Roberton made very clear that was not what she meant, and I accept it was not; there is no suggestion of fraud, duress or undue influence in this claim. Quite the contrary – where, as here, a party seeks to terminate an agreement they necessarily accept, as a matter of English law, that it was validly entered into in the first place. No allegation of wrongdoing is levelled against Mr Collins.

[49]In her evidence before me Ms Roberton stressed that she was not saying she was in any way “blinded” by what Mr Collins went on to propose for the Property. For reasons I will address shortly, I do not accept that. She found Mr Collins highly compelling. She recognised in her cross-examination that Mr Collins was articulate, smart, creative and good at what he did. As she put it in her witness statement, “I eventually decided to invest in the [Property] and [Mr Collins].” She bought in (literally) to his vision, and really only his vision. She did not consider – put another way she was blind to – the logistical detail that was involved in translating the vision into a functioning business.

[50]In answer to a question from me Ms Roberton confirmed that she decided to invest based on her initial discussions with Mr Collins and before seeing the Property itself. She recognised, again in response to a question from me, that had she been sufficiently concerned by the state of the Property when she saw it then she might have changed her mind. Even that, I think, demonstrates how impressed she had been by Mr Collins’ vision for the Property. In fact, in my view, it goes further than that. Until I posed the question I do not think she had ever thought that seeing the Property itself might cause her to change her mind: it was a hypothetical she was considering for the first time when giving evidence. When she went to see the Property she did not view it with a critical eye; she expected it to impress her and it did.

[51]Ms Roberton communicated her decision to invest in a text message to Mr Collins on 2 June 2018 after they had apparently spent the day together: Home and off to bed. Spoken to [redacted]. Wholly supports whatever I want to do. Also believes in you like I do. Also told him you are thinking about St Lucia. All very straight forward [sic] collins. Onwards and upwards darling. He thinks your ideas are winners. There you go. As do I. Talk tomorrow my lovely xxx

[52]She then sent a short separate message:

“Only downside from today is my sodding tan lines xxx”

. Mr Collins replied: Wow! That isn’t what I was thinking expecting to hear/read tonight. You don’t Mick [sic] about Roberton do you?! Thank you is a start. More than anything, thank you for believing in me. I can’t really say much more … or I could say a lot more and write the longest text ever. Thank you, thank you so much. Being believed in and your wanting to be involved in what I want to make my life work (latter half at least) requires words bet k ft [sic] said to your face. How kind of Andy to support this too. Onwards and upwards. Talk tomorrow. Sleep well and don’t let the tan lines bite. Xxx

[53]That exchange continued the following day. Mr Collins stressed: We just need to know the figures inside out. If the investment and loan/borrowing v projected income add up then I’m convinced about the project. If it doesn’t then ‘carry on looking’ at other candidates do [sic] to speak.

[54]At around this time issues arose with a furniture collection that Mr Collins had amassed and which was being stored in the US. Storage fees of US$50,000 had accrued and Mr Collins was in no position to pay them. Ms Roberton agreed to do so but not by way of gift: Mr Collins sent to her a draft loan agreement dated 13 June 2018, which provided that the payment was to be a loan from Ms Roberton to Mr Collins. It went on to provide: The loan ‘may’ at a later time be considered as investment into a possible hotel project that both parties are currently considering undertaking together. Were this hotel project to proceed, the capital value of these possessions, or a part of them (furniture and art, the shipment of Mr Collins’ chattels) would form the cash investment into the project by Mr Collins and, in so doing would, at that time, become the property of the hotel/business and would cease to be the property of Mr Collins.

[55]Ms Roberton sent back a much fuller, more formal loan agreement but it included the text I have quoted above. Neither agreement was signed, but Ms Roberton later paid the storage charges.

[56]In late June 2018 the parties visited the Property. It was not wholly clear when they agreed between them to purchase it for the purposes of the hotel project but I accept that the decision in principle must have been before July 2018 when Ms Roberton and Mr Collins met to discuss that project at Canford School in Dorset. That was Mr Collins’ former school, and as an alumnus he had been able to secure a meeting room for them to use for their discussion.

[57]This is a critical meeting. On Ms Roberton’s case, this is when the partnership commenced. Mr Collins’ case is that a partnership was agreed at that meeting but that it would only begin when funding from third party investors was secured. Between the Canford meeting and such investment he was to be an employee.

[58]Multiple aspects of this meeting are notable. i) The final decision to invest over £1 million was taken without any meaningful due diligence. There was no externally prepared business plan, no structural survey of the Property, no legal due diligence as to the necessary permits for running such a venture or the likelihood of securing them and no competitor analysis. Everything rested on Mr Collins and his vision. ii) The only written output of the meeting was on a whiteboard, which one of the parties photographed. No written agreements were entered into between them. iii) As a consequence, the division of roles was not clearly addressed, and as subsequently became clear that has been an issue for the project. iv) It was agreed at the Canford meeting that Mr Collins was to be paid £2,000 per month and that payment was described as a “salary”. v) While the investment for a private individual like Ms Roberton was a significant one, once the Property had been acquired the capital that remained for all the necessary works was, Ms Roberton estimated in her statement, in the region of £675,000. From that had to come the debt servicing costs, of around £6,000 per month, and Mr Collins’ “salary” of £2,000 per month. It was not a significant capital buffer. Again, that became an issue for the project. Simply to replace the windows at the Property would have cost around £245,000. Nothing had been budgeted for sewerage, despite the fact that the Property uses a septic tank system that would have been wholly inadequate for the project. Despite Mr Collins’ earlier insistence that they had to “know the figures inside out”, many of the relevant figures were either known unknowns or, worse, unknown unknowns. vi) Ms Roberton did expect a return on her investment but had not calculated what that might be or when she might start to see it. vii) The parties agreed that once the partnership came into existence they would split profits 70/30 in Mr Collins’ favour.

[59]The three options on the whiteboard were: + LEAST EXP LEAST WORRY MOST RISKY €546,000 - MOST EXP. + [] + EARNING + €168/45 INCOME

[60]The second option was crossed through.

[61]Ms Roberton explained in her statement that option 1 involved creating show rooms for potential investors to visit but otherwise putting and keeping the Property in good condition pending that investment. Option 2 was to open the Property as a hotel in its current condition. Option 3 was to renovate some of the rooms and then open the Property as a hotel.

[62]This sequence of events is what underlies my conclusion that Ms Roberton was, in fact, blinded by Mr Collins and his vision for the Property. That is not a criticism of Mr Collins, nor does Ms Roberton make any; as I have noted, she does not claim that she was misled or pressured into this venture, and the nature of her claim is legally inconsistent with any such argument. Nor is it a criticism of Ms Roberton; lots of people invest in ventures without a full understanding of how they will be implemented in practice, and those investments work out perfectly well for them. The fact is that Ms Roberton did not understand this project, however. By her own admission it was outside her comfort zone. She had communicated a decision in principle having seen pictures of the Property and heard Mr Collins’ vision for it, but without ever having seen it herself. She finally decided to proceed after one site visit without any external due diligence on the business plan, renovation and conversion costs, legal requirements or likelihood of further investment.

[63]That is relevant to the parties’ respective roles. While these were not documented, it is obvious, and would at the time have been obvious, that Ms Roberton was investing in Mr Collins’ vision. He was the one with the design and hospitality experience, he was the one who had identified the Property, he was the one who was putting together the business model. There was some disagreement as to what Ms Roberton’s ongoing role was to be. On occasion in her discussions with Mr Collins she referred to herself as “just the bank” and her pleaded case is that she was to contribute capital and Mr Collins was to actively manage the redevelopment of the property and the sourcing of further investors. Mr Collins’ position was that he always understood that Ms Roberton would take some active role in the development and management of the project and in her cross-examination she accepted that she did have some input on those aspects of it. As she further noted, however, she had and has a demanding, full-time job that involves frequent travel. She simply could not devote the time and energy that Mr Collins did to the project. When it came to development and management her role was accordingly very much ancillary to his: this was to be Mr Collins’ show.

[64]Mr Collins feels she has not delivered even in that ancillary role. No claim is advanced by Mr Collins alleging breach of the terms of the agreement, however. Mr Collins’ allegations that Ms Roberton should have devoted more time to the project do not affect the validity of any termination. They do not need to be determined by me, and it would be wrong for me to seek to prejudge issues that may arise in any subsequent proceedings.

[65]As I have noted, it was agreed at the Canford meeting that Mr Collins would be paid £2,000 per month by way of “salary”. Ms Roberton explained during her cross-examination that Mr Collins had described this as “salary” at the Canford meeting and she had adopted his terminology when the payments started to be made. She recognised that she understood that salary typically means a payment to an employee.

[66]Mr Collins suggests in his Defence that he warned Ms Roberton at the Canford meeting that the whole project was speculative, “a punt”, as he terms it, and the partnership was only to come into existence if that punt paid off. I reject that. I think he now, with the benefit of hindsight, sees that multiple hurdles confronted this project. He understands how much work was required to convert the Property to a point where any investor might be interested in it. He also understands the legal difficulties the project faced. There is nothing to suggest that he had considered any of this at the time, however. Certainly, there was no due diligence that would have enabled him to do so and the exchanges around the time of the Canford meeting and for some time thereafter show that he considered the project viable without any further investment. Of the three options on the whiteboard, for example, two involve opening without additional investment. That is reflected in later exchanges, where Mr Collins and Ms Roberton discuss the go it alone option. I do not believe Mr Collins would have accepted, in such circumstances, that he was never to become a partner and so would never receive a share of the profits.

[67]He now sees that the initial capital injection from Ms Roberton was wholly inadequate to overcome the hurdles to converting the Property into a hotel, and I agree that it was. He appreciates just how speculative, and so how risky, a venture this was. I do not believe that he or Ms Roberton appreciated that at the time. He had bought into his vision just as much as Ms Roberton; the figures he prepared were a means of confirming a belief he had already formed, not a means of testing it. The focus was on the upside, an upside in which he intended, from the outset, to play a full part.

[68]Mr Collins put to Ms Roberton that her statement did not address her expected financial return on her investment at all – it is focussed on the glamour of the project. I accept that, but the contemporaneous exchanges do reference the potential profitability of the Property as some form of hotel and the meeting at Canford plainly did involve a discussion of the potential profitability of different scenarios. I accept Ms Roberton’s evidence that she did regard this as an investment, although I do not think it was one that she had thought through in any detail.

[69]In paragraph 11 of the Defence, Mr Collins asserts that the Canford meeting concluded with a discussion of what would happen if attempts at raising finance failed and the project did not proceed as intended. He further asserts that an agreement was reached under which he would be allowed to remain in the Property provided he could take on the costs, including the mortgage costs. As I will go on to address, Ms Roberton took out two mortgages – a French mortgage to fund the acquisition of the Property and an English second mortgage on her London home to provide the capital buffer. I understand the Defence to be referring only to the French mortgage. Finally, the Defence states that the parties discussed Mr Collins potentially using the Property to sell furniture and art.

[70]Again, I reject entirely the suggestion that any such agreement was reached at the Canford meeting. I say that for three reasons: i) No contemporaneous evidence supports it and Ms Roberton’s recollection of the project was that while the detail shifted constantly, it was always to be some form of high-end accommodation. As I have noted, she was entirely transparent in her evidence on this point, answering questions that were at times difficult to follow in simple and straightforward terms. Had there been a discussion at this time around an antiques business I believe she would have recalled it. ii) I also believe she would have recalled a proposal in which so great a financial risk fell on her. In the scenario advanced in the Defence Mr Collins would take on only the French mortgage but would have the benefit of all the money raised under the English mortgage, leaving the debt with Ms Roberton. That would have involved significant financial exposure and significant risk for Ms Roberton. I believe she would have recalled that had it been discussed. iii) I return to the fact that Mr Collins’ version of events advanced in the Defence is premised on external investment not being secured. For reasons I have addressed and go on to address, at the time of the Canford meeting and subsequently such investment was not thought necessary, indeed was not even thought desirable. It subsequently became clear that it was needed for a project of this scale to succeed, but what is relevant here is what was understood at the time. The parties did not consider that the failure of external investment equated to the failure of the project.

[71]I accept that the parties later discussed an option similar to that outlined in the Defence. I do not believe it was considered at Canford, however, or at any time prior to the acquisition of the Property. I also accept that Mr Collins was concerned from the outset about his security of position, but at this stage the parties both believed that he could in some way be a joint owner of the Property.

[72]The project continued to move quickly. On 27 July 2018 the sale price for the Property of €655,000 was agreed and on 5 August 2018 Ms Roberton applied for a loan with BNP Paribas to part fund the acquisition of the Property.

[73]Holding the Property in joint names was not acceptable to BNP Paribas due to Mr Collins’ lack of assets or regular income. Mr Collins’ case was that this caused him considerable concern, and I accept that it did. In a text to Ms Roberton he described it as “fundamental to what we are doing”. As I have noted, he was to lead on this project. He has previously been involved in two major renovation projects where he had provided extensive services and not been paid for them, and anyone with that experience would have concerns to protect themselves. He repeatedly suggested the use of a Société Civile Imobilière (an SCI), a French law structure that would have permitted him to be on the title to the Property. Joint ownership of the Property would have provided some protection for him and that, now, was not going to happen.

[74]Mr Collins says, at least in places, that this was what caused him to want the protection of being an employee. That is at odds with his pleaded case that his employment status had already been agreed at Canford.

[75]Mr Woodhouse drew my attention to a number of messages, starting around this time, when both Mr Collins and Ms Roberton started talking about one another using the term “partner” and referring to their business. The conclusion that I was invited to draw was that this was the view that the parties had of their relationship. The individual messages are not especially significant; what is more relevant is that those messages are generally texts and typically informal. Nor is the use of the term at all consistent. In her witness statement Ms Roberton referred to a meeting with the architects at which she was “introduced as Karen, the person who Stephen was doing the project with”. Mr Collins put it to Ms Roberton that it would have been simpler to say “partner” had that been the language used; she had no real explanation for why this alternative, rather clunky formulation was used at that meeting instead.

[76]It is also apparent that at this stage the possibility of opening on a small scale was still considered viable. On 10 August 2018, for example, Mr Collins texted Ms Roberton, concluding: I’ve come up with an inexpensive solution to get up and running with three en suite bedrooms. I’m going to live in the old servants [sic] quarters I’ve decided. Have to get this thing up and running and bringing in the lolly, so the Best [sic] rooms must be rented!!xx

[77]Mr Collins followed this up on 13 August: The projections are looking very healthy, depending on which option we chose [sic] to go with in terms of layout. I have achieved three potential options (well four if one includes doing absolutely nothing to the existing house and layout).

[78]He then outlined his options. He continued (emphasis added): The figures stack up well on projected income. Option 2 brings in €281,670 per annum. … I think that if some money is spent on the bedrooms and if my projections are correct, or bearing [sic] correct, any expenditure could be recovered in full in three to four years tops. This would leave us without having to find a partner and in year four or five we’d be in for some very healthy profit … we’d be rolling with a healthy business u dear [sic] our belts.

[79]The underlined text seems to me wholly inconsistent with Mr Collins’ current case. At around the time of the Canford meeting he considered that the business could succeed without external investment and even in the absence of such investment he considered that profits would be divided between him and Ms Roberton.

[80]On 17 September Ms Roberton and Mr Collins jointly signed the promesse de vente for the Property. I pause to note the significance of this: if the relationship is properly to be considered a partnership the desirability of having him sign is obvious. That is less so if he is an employee. Mr Collins’ case is that he had insisted on this at Canford in order to protect his position; he did not want to be frozen out on this redevelopment as he sincerely felt he had been on earlier transactions. As I have noted, I accept that he had such concerns, but far from contradicting the case on partnership they favour it: if Mr Collins and Ms Roberton were partners and the Property were a partnership asset he would have an interest in it even if it were to be held in her sole name.

[81]Joint ownership remained an issue for BNP Paribas and on 20 September Mr Collins texted Ms Roberton:

“I have a couple of ideas of how we can replace shared ownership on title with something that would make for a secure partnership.”

On 26 September the position was formally amended to make Ms Roberton the sole purchaser.

[82]In October and November 2018 Ms Roberton made a series of transfers to Mr Collins totalling £12,000, all with the reference “Karen”. On 5 December 2018, however, she started to make payments under a standing order to Mr Collins with the reference “Salary”.

[83]Also in December Ms Roberton took out a second mortgage on her London home as part of the funding of the project. On 17 December 2018 Mr Collins emailed Ms Roberton regarding his furniture. He stated, in relevant part: For the furniture from the US I see that as investment, which is what I think we’d always said it would be, unless we didn’t secure the house in which case I’d have to sell it and repay you the sums paid out. Once it goes to the business it will cease to be mine.

[84]This reflected what was said in the draft loan agreements relating to the storage costs. The furniture was to be a capital contribution by Mr Collins to the business; the trigger for that contribution was not that further investment be secured from third parties but, rather, that the Property be acquired. That is inconsistent with Mr Collins’ case at paragraph 4(XXV) of the Defence. There, he recognised that the furniture was his capital contribution to the partnership, but suggests that the trigger for that contribution was external investment. That is simply not what the contemporaneous evidence says.

[85]The Property was acquired on 21 December 2018 for a purchase price of €655,000. It was, and is, owned in Ms Roberton’s sole name.

[86]The project moved ahead in 2019. In early January Ms Roberton and Mr Collins opened a French joint bank account. I understood from Mr Collins that this was a personal account, rather than a business account. In cross-examination he put to Ms Roberton that if they had been in business it would have been necessary to open a business account. The evidence of whether this was a requirement of French law was limited. Even if that were the case, however, it is not the point. The question is what was agreed as to Mr Collins’ status at the time. As I have already noted, no legal due diligence on French law had been done ahead of the Canford meeting and there is nothing to suggest that Ms Roberton had obtained such advice thereafter. The fact that she did not insist on a business account does not, in those circumstances, indicate that she made a conscious choice. Her evidence was that it simply never crossed her mind that she needed a particular type of account (assuming, as a matter of French law, that was the case). I accept that evidence.

[87]Mr Collins moved into the Property in March 2019 and work there started. There was a brief text exchange about his furniture, to the effect that with the work being done it did not make sense to have it shipped at that point. Again, that is at odds with what Mr Collins says at paragraph 4(XXV) that he was only to contribute the furniture when the business was externally financed. The delay in the furniture being shipped was due to much more mundane, logistical matters – the Property was not at that time in a fit state to receive it.

[88]A firm of architects called REV was instructed in May 2019. They were expressed to have been engaged both by Mr Collins and Ms Roberton, and both were signatories to the contract. In the section headed “Description of the Task” their role was described as:

“the renovation and extension project for their property and its conversion into a hotel”

. As I have just noted, the Property was held in the sole name of Ms Roberton, so in that sense the reference to “their property” was inaccurate. It would be consistent with the Property constituting partnership property, however. In like manner, the architects’ invoice was to Ms Roberton and Mr Collins jointly, and Mr Collins informed me, admittedly by way of submission, that he insisted that the plans were in their joint names.

[89]At around that time Mr Collins sent a text to Ms Roberton:

“I feel I have a really strong direction now and how that translates into business and income, the section of the market and what our USP is and will be.”

[90]In October 2019 Mr Collins was working on a business plan with a view to securing investment. He sought further professional advice later that year, seeking to engage KPMG to work on the business plan. It seems this request may have been made shortly before Christmas, as Mr Hawkley of KPMG responded on 2 January 2020 to say he had returned to the office and received Mr Collins’ voicemail.

[91]In his reply, Mr Collins attempted to send various documents to Mr Hawkley, including “the CUB planning document we initially submitted to the region this year”. He then explained:

“This will now change somewhat as we have progressed toward a different plan for the property and we’re also looking at acquiring other properties.”

Again, it is somewhat notable that the reference is to “we” rather than to Ms Roberton, who had funded the acquisition of the Property and was the sole legal owner of record.

[92]Mr Hawkley involved a specialist hotels team at KPMG who were based in Paris. There was a meeting with them in mid-January, which was followed by an email from Mr Collins in which he stated: Further to your email of 22nd January I have now been able to look at and discuss your outlined proposal with my associates in London. … We are currently in discussion with investment funds in Beirut and Doha and trust that we will be able to finance the project independently. This remains to be seen. Secondly, I sense an element of professional caution to your email. This is understandable and we appreciate your candour.

[93]Mr Collins’ reference to his “associates in London” appears to have been a reference to Ms Roberton; certainly, it is hard to see to whom else it could refer. Associate can cover a range of relationships; it is consistent with partnership but, equally, many law firms refer to their employed solicitors as associates or senior associates. What it is not, it seems to me, consistent with is Ms Roberton being Mr Collins’ employer. Coupled with the reference to “we are ... in discussion with investment funds” and “we will be able to finance the project independently” I think this was an instance of Mr Collins holding out his relationship with Ms Roberton as one of partnership.

[94]KPMG declined the instruction. In an email on 24 February 2020 Ms Sichi of KPMG explained:

“Unfortunately we won’t be able to help you further with this request as we don’t feel comfortable enough with the project and its location (cf. your e-mail below) to ensure the production of a Business Plan matching your expectations.”

Ms Roberton was not involved in the exchange but it was forwarded to her by Mr Collins.

[95]Earlier that day Mr Collins had emailed the notary used in the purchase of the Property to again inquire about holding it in an SCI. His email, in French and English, was copied to Ms Roberton. He stated:

“I would like to make an appointment to discuss further the detail and our requirements related to the formation of an SCI and the eventual transfer of the title of our existing property into an SCI.”

Again, the references to “our property” did not reflect the fact that title was in the name of Ms Roberton, as the notary would well have understood. Nor would an employment structure change that analysis. If there were a partnership, however, Mr Collins’ description would be an accurate one.

[96]Mr Collins reverted to the question of an SCI structure in an email to Ms Roberton of 5 April 2020, urging her to make a French will. The email is somewhat repetitive; it was obviously of great concern to Mr Collins in light of the then ongoing Covid-19 pandemic that he felt his legal position was exposed: To say that I am more than a little anxious about how things stand, with regard to ownership/legal status of the property, is an understatement and, as you are well aware, something that has concerned me from the outset. Heaven forbid that anything should happen to you but should it, with things as they stand, I would be in a serious mess…and that’s putting it politeley [sic]. It could mean that investment might be lost and, if anyone involved was not prepared to act as you and I have agreed and therefore with my interests in mind, I could lose everything I have been working for as well as my home. I am sure you would feel very much the same way if the shoe were on the other foot and you stood where I stand.

[97]He repeatedly urged Ms Roberton to make a French will. He then turned to the borrowing taken out by Ms Roberton: on a more hopeful and positive note, in the event that we both survive this virus and everything moves forward as planned, as you know I have maintained that, from initial investment, I would like to see the mortgage cleared at [the Property] and you fully repaid, or at least 50% (depends on how much the investors are prepared to stomach and cover) on [the UK mortgage]. To continue paying an interest-only mortgage, from revenue created at [the Property], would be like burning bank notes [sic]. If, having been repaid, you choose to invest a sum of your money then that is for you to decide and for us to discuss. My intention, obligation and, frankly put, my role, as I have frequently stated, from the get-go, is to see you safe and not exposed. Any short-term risk taken resolved, in full, before any further longterm [sic] risk is considered.

[98]He then returned to the question of wills, stressing:

“This is our project and it involves, has never involved, no/any third parties.”

[99]This is a quite confused communication, possibly explained by the stress of the time which would have been particularly acute for those in the hospitality sector. As I have noted, Mr Collins did not give witness evidence so was not in a position to explain it. It is not clear, for instance, how Mr Collins saw the debt; at times he suggests that the Property was to be held jointly but the debt was for Ms Roberton alone. What is clear is that he considered the Property very much to be a business venture and one that he and Ms Roberton had undertaken jointly.

[100]Mr Collins relies on an email from Ms Roberton soon after that in which she states:

“The £800,000 is still something to resolve, along with the assets that you are contributing to the business, which assuming we are in happier times would become part of the business rather than part of the probate discussion.”

He focusses on the use of the conditional (“would become”) as demonstrating that the contribution of his furniture was at this stage contingent. I do not accept his reading of that language. Ms Roberton was saying those assets, like the £800,000, would become part of the business discussion. In discussing the contribution itself there is no conditionality – they are “the assets that you are contributing to the business”.

[101]Mr Collins’ dissatisfaction with not being a joint owner of the Property continued. On 26 April 2020 he texted Ms Roberton: Wasn’t best pleased with BNP’s response. Hit a raw nerve. Feel like I’m carrying the weight of the whole project, doing unimaginably long days of work and yet feel like I’m an employee and not a self employed [sic] person who’s working his arse off.

[102]Obviously, at this point the Covid lockdowns were creating great uncertainty. On 23 May 2020 Ms Roberton must have had a call with Mr Collins; she texted the following day: Strange times and not surprisingly talking to you calms the mind. I know you are putting every bit of energy into this for both of us.

[103]Mr Collins replied: Yes it’s sweaty and can be anxious making but if I let that creep in too much we’re screwed. That’s why I don’t talk about it, it keeps the focus and keeps any fear and anxiety where it belongs…on the table, right next to success. It’s all part and parcel of the terrain of starting a business.

[104]The period from May to the end of the year was peppered with updates from Mr Collins to Ms Roberton on the potential for investment from the Middle East. None are very specific, but all are reasonably positive. In his submissions to me Mr Collins suggested that investors from that region were concerned that the Drôme département of France, where the Property is located, was not a sufficiently well recognised tourist area. Again, that was not evidence. It is at least consistent with what Ms Sichi, of KPMG, had said in her email to 24 February, expressing concerns about the location of the Property. However, if it is what potential investors were telling Mr Collins at the time it is not reflected in his messages to Ms Roberton. On the contrary, on 19 December 2020 he told her that:

“If all goes well finance should be secured by late May to end of June.”

[105]Money was by now becoming an issue. On 8 March 2021 Ms Roberton told Mr Collins that of the original £675,000 only £70,000 remained. On 3 May she texted again:

“The pot is diminishing fast and at somepoint [sic] we will have to make a decision on what to do next.”

Mr Collins offered reassurance:

“I have a big fish on the line, it may be the catch we’ve been waiting for.”

[106]On 2 June 2021 Mr Collins gave a further optimistic update:

“Once this bit is agreed I think it safe to say we’ll be on our merry way towards raising the funds over the course of the next two to three months.”

He then raised a point on his salary. He was concerned over his residency status, presumably post-Brexit, and wanted the joint account topped up to show he had the means to stay in France. He stressed: I don’t want the French authorities to have access to my UK bank account which is what I do all my personal spending through. It could mean paying French taxes, due to the €2k a month being seen as salary, and right now that’s not something I/we need. Best that it looks like we’re self-financing and self-supporting our/my life here until ‘real’ income is being generated.

[107]This is quite a telling email, it seems to me. Obviously, if Mr Collins were an employee drawing a salary then it would not simply be “seen as salary” it would be salary and, from his perspective, it would be real income that he had generated. The email does not make sense on Mr Collins’ current case.

[108]More updates from Mr Collins about potential Middle Eastern investment followed in summer 2021. None of that came to anything, but his update on 20 September 2021 was significant. He stressed: We’ll get there. I think this will be a place that will gain an extraordinary following and in a few years [sic] time could very well be a real hit as well as a very healthy source of income. It’s about the mind-frame and understanding risk and how that works. In business the rewards are reaped a few years in, not straight off the bat as they are in the markets. Self financing will make this work. If I can find an investor all well and good. I will continue to pursue this line of inquiry but remember, it comes at a price. We can do this slowly and alone, in the end earning more from it. Investors aren’t going to give it all away. We discussed this. If I thought this was a dead loss I’d have told you. It isn’t. I don’t.

[109]Mr Collins submitted in closing that it rapidly became clear to him that the project required vastly greater funding than that provided by Ms Roberton’s initial capital injection and that everyone understood that. That is wholly at odds with what he was telling Ms Roberton here. Over three years after the Canford meeting the message was clear – self-funding and external investment were viable alternative models, each with advantages and disadvantages.

[110]Moreover, it is obvious from this email that he saw the Property as a business that was being run to generate a profit:

“We can do this slowly and alone, in the end earning more from it.”

[111]By this stage the relationship was struggling. In February 2022 it started to fracture. Ms Roberton wrote to Mr Collins on 13 February telling him that she wished to exit the project. She proposed, essentially, two alternatives: one of Mr Collins’ investment contacts could buy her out, or the Property could be sold on the open market. She said that she did not want further in-person meetings and asked that further exchanges be by email.

[112]Mr Collins replied on 25 February, dealing with a potential settlement with one of the contractors who had worked on the Property and also with an upcoming, but at the time unconfirmed, trip to Saudi Arabia to meet potential investors. He then turned to Ms Roberton’s email of 13 February. His letter repeatedly stressed the complexity of the situation, the financial risk for Ms Roberton and the lack of quick or easy solutions. He insisted on an in-person meeting:

“I am now at a crossroad [sic] in my own life and all of this needs to be discussed, face to face, like the two adult people who are involved in this project/business together, in order for us both to move on with our lives.”

[113]I should here pick up a point from Ms Roberton’s statement that I have made previously in this judgment but which has plainly deeply upset Mr Collins, given the sheer number of times he referred to it in his submissions. Ms Roberton said she had been prompted to write her 13 February email following a call with Mr Collins while she was on holiday with her parents. She recorded, in her statement: Stephen called me whilst I was away. I remember because I was around the pool with my parents. He was berating me for not being committed enough to the Portes Property. He said something like there was no point in doing this if I was not going to give him the time. I initially tried to placate him. I then had a lightbulb moment: whilst away on holiday, I had watched the Tinder Swindler on Netflix. It is about a man who woos women and then takes their money in an ongoing process. I suddenly thought that I was being unduly influenced by him.

[114]In her evidence before me Ms Roberton clarified that she was not suggesting that she was being defrauded by Mr Collins. As I have noted, that is wholly consistent with the claim she had brought, which involves terminating a contract validly entered into, not setting aside a contract procured by fraud, duress or undue influence. I therefore accept what she said in her evidence to me. At the same time, the language used in her witness statement does suggest something bordering on, or indeed constituting, misconduct by Mr Collins. It is therefore important to be clear that no such conduct was alleged. Given the gravity of any such allegation it would have been much better for Ms Roberton’s statement to have been explicit in saying that.

[115]By this stage funding had become an issue. The joint account was overdrawn and utility bills were going unpaid. Mr Collins wrote to Ms Roberton on 2 March 2022 suggesting, somewhat tersely, that she transfer funds on a monthly basis to ensure such expenses could be met. He reminded Ms Roberton that:

“I have a full record of everything that has been spent here, every receipt, everything filed, as I showed you last year.”

He stressed that:

“It would make life much less stressful and me feel far more like your partner than your staff employee if you’d just make the transfer a standing order”

. Ms Roberton provided the funds.

[116]With the immediate crisis averted, Mr Collins returned to his theme of possible investment. Communications continued through the summer of 2022, with an agreement reached that they would decide on a concrete way forward by the end of August.

[117]There followed an incident which, again, is obviously still very significant for Mr Collins, but around which the evidence is unclear. I have referred above to Mr Collins’ collection of furniture and art, and the payment by Ms Roberton of earlier storage charges. Mr Collins now wanted his belongings brought over to the Property. Again, that is inconsistent with paragraph 4(XXV) of the Defence, in that no external financing had been secured at this point. He expected that Ms Roberton would pay the shipping cost. That cost was significant – in the region of US$50,000. Ms Roberton would not pay that amount and Mr Collins could not. I understand that the result of the non-payment was that the property was either disposed of or destroyed.

[118]Possibly as a consequence of this incident Mr Collins wrote to Ms Roberton on 5 December 2022. I should record here that in the Defence Mr Collins explains, in the context of another letter sent around this time, that this was a period when he felt isolated and was suffering from very poor mental health. Even allowing for that, his letter was a tirade, much of which is irrelevant to anything I must decide. Nothing is gained by quoting from a great deal of that letter. Aspects of it are, however, important.

[119]First, and critically, Mr Collins argued that he was an employee and was entitled to the protections afforded to an employee under French law. I am, under French tax law, on your pay roll [sic]. You have been paying a ‘salary’, transferring to my account the sum of £2,000 each and every month since my arrival in France in 2018. Both your own account and mine show ‘SALARY’ marked on our bank statements. As such an unwritten contract of employment has now been established, under French law. As such, I am legally entitled to my salary, in full, as per French employment law. I have sought counsel legal and fiscal. I have been assured of my position with regards to my status as a salaried employee in France.

[120]Mr Woodhouse submitted that this was the first time in the years of texts and emails between the parties that Mr Collins had asserted he was an employee. It is also notable that his basis for doing so is different to that which he advanced before me. His pleaded claim is that at the meeting at Canford in 2018 there was an express agreement under which he was employed that was later to be superseded, on a trigger that was unclear, by partnership. I should note that this iteration is also part of his 5 December 2022 letter. A second iteration, made in submissions before me, is that when his name was removed from the promesse de vente he sought and received the additional protection of becoming an employee. The third iteration is here: that under French law, presumably what are know as mandatory rules of French law (sometimes termed ordre publique), the combination of payment and work in France rendered him an employee.

[121]Those are plainly different arguments. The alleged employment relationship in each case arises at a different time, and the first and second iterations are premised on agreement between the parties whereas the third seems to be premised on unspecified provisions of the French Code Civile. Yet Mr Collins uses them interchangeably.

[122]The distinction is important on two levels. First, it would go to the governing law. The Canford agreement, and indeed the apparently alleged subsequent agreement, would be governed by English law because no alternative law is suggested (see FS Cairo (Nile Plaza) LLC v Brownlie

[2021] UKSC 45

paragraphs [113]-[116]). By contrast, while there was no evidence of French law before me in this case it is obvious that the third iteration that I have summarised above is premised on some provision of French law.

[123]Secondly, for reasons I go on to address, as a matter of English law the same person cannot be, simultaneously, an employee and a partner: they are mutually exclusive. It is in principle possible to have Mr Collins’ preferred construct – an employment relationship that morphs into partnership. For reasons I will also come to address I do not think that is the right characterisation here, but even if it were it would not offend that rule because it would not involve holding two mutually inconsistent roles at the same time. By contrast, it seems to me that the fact someone is a partner for the purposes of English law does not, in principle, preclude them being an employee, or holding certain of the protections of an employee, under French law. The Defence does not require me to address that question and in any event I have no evidence of what French law says on the point. It may become an issue for the French courts in due course; it is important therefore to be clear that I am not purporting to decide anything in respect of it.

[124]The second notable aspect of the letter is that while Mr Collins does refer both to employment and partnership, he obviously thought that the partnership had already come into existence. Thus, when referring to the initial meeting at Canford he stated:

“Above all, I expressed and explained that when people are in partnerships, they don’t get to walk away, they are now responsible not only for their own well being, [sic] security, intentions, finances, but that they are also responsible for their partner’s, along with anyone they later employ.”

In this version, partnership came first followed by a possible later employment relationship; that may be a fourth iteration of Mr Collins’ argument, but it is not one he advances in his Defence. Similarly, referring to a meeting in September 2021 he stated:

“Above all, being called-out [sic] for the most despicable behaviour of all, abandoning a partner, throwing a partner under a bus, no, that cannot have been ‘an easy meeting’ at all.”

It will be recalled that Mr Collins’ pleaded case is that he was initially an employee, and was only to become a partner on securing outside investment. The question of his status is ultimately a legal one, but it is obvious that at the time of this letter, at least, he had considered Ms Roberton a partner from no later than September 2021, yet there was no outside investment at that time (and, indeed, I understand that remains the case). As I have noted above, there had been earlier references to partnership but they were informal and far from uniform. Here, there was no informality. On the contrary, Mr Collins raised again the loss of his furniture, stating:

“My lawyers have highlighted this as a direct breach of partnership.”

[125]The third issue is the extent to which the relationship had broken down. Mr Collins stated that:

“I can only say unequivocally that you are a liar and a cheat.”; “In short, a sociopath and a narcissist behaves like this. …Your actions, your ‘words’, of last summer, are sounding very much like those of the kind of person I have just described above.”; “What you seemingly fail to grasp, Karen, in your somewhat detached, ‘Square Mile’ bubble, overpaid, under-talented lifestyle mindset, is that the greater losses are most undeniably mine.”; “You are remarkable, utterly unique in your total lack of humility and decency.”; “Your behaviour disgusts me, utterly disgusts me.”; “What I will never be capable of doing, is forgiving you.”; “These five words [Ms Roberton is alleged to have said to Mr Collins’ mother that, ‘Stephen is not my responsibility.’] broke every sense of loyalty and friendship I have ever felt toward you.”; “You are a despicable human being.”; “What kind of sociopathic monster are you?” “You’re a total sociopathic narcissist, to say little of a pathological, serial liar.”; “I’m not even vaguely interested in hearing anything further from you.”

I could go on; there are many more examples. In this letter he also made, over a number of pages, allegations of sexually inappropriate language and, to a lesser degree, behaviour on the part of Ms Roberton. Nor is any aspect of this a one-off communication; the strength of Mr Collins’ feelings was obvious in his Defence and at the trial, even in the setting of a remote hearing. I should emphasise that I do not need to decide the rights or wrongs of these allegations. The question is whether the relationship had broken down, not why. Plainly it had.

[126]Ms Roberton wrote to Mr Collins on 15 December 2022, seeking to bring their relationship to an end: We always agreed that were we to reach a scenario where the finances were exhausted and/or a 3 party investor was not forthcoming, then the project would need to come to an end and the property sold. The finances are exhausted. You spent between April and October 2022 in Saudi, London, Switzerland, and Italy working on the latter, but at this stage I am assuming it was not fruitful. I say assuming, simply as I have not heard from you in that respect, as to what the outcome was of those interactions. We agreed that the end of August 2022 would be the date to conclude on seeking an investor, that was extended to the 8th October at your request as this was a key date for investment decisions to be made. I heard nothing in respect of those decisions. We have to conclude there is no more project, just the property remains, (and related assets) which you and your mother live in. … I would propose that we move forward with the sale of the property, and when this is achieved, any profits after costs, taxes, consideration for monies lent pre commencement of the project etc, that we split those between us as partners to the project, equally.

[127]Mr Collins responded soon after, doubling down on the approach in his earlier letter. His responses were by way of comments on Ms Roberton’s various points and were aggressive and deliberately rude. He concluded (emphasis in original): I have no intention of ever meeting you again nor of being in the same room as you, unless compelled to do so, by a court. Do not come to the property at 1000, route de la Touche. You are not welcome here. As this is my home and I live at 1000, route de la Touche, as you do not hold keys (and never have done, as per our agreement of 2018) you will be trespassing if you do come here unannounced. The same goes for any third party representing you. If you harass me, in doing so, my lawyer has prepared an application to the court, to obtain an injunction to enforce this. Do not try me, Karen. This will end very badly for you, if you do. … Our friendship ended a long, long time ago, once I finally decided that I could, and would, no longer accept your behaviour, your continued betrayal and lack of fiduciary care and responsibility towards me, to this project…ultimately, shamelessly, to how these aspects of your behaviour impact my life and my mental health.

[128]Ms Roberton responded on 16 December 2022 offering a meeting to discuss matters while remaining clear that the relationship was over. Mr Collins responded to that email on 17 December. Two points are notable from his letter.

[129]First, he clearly separated his tenure at the Property from his status as, as he considered it, Ms Roberton’s employee. His tenure argument also appears to be one of French law. Again, in recognition that this judgment may be relevant to proceedings in France I think it important to note that no such questions are before me and there would be obvious jurisdictional issues with me purporting to make an order regarding the right to reside in property outside the United Kingdom. I do have jurisdiction to decide what was agreed in respect of the ownership of the Property when the parties entered into their relationship. I am not asked to decide, and am not deciding, any issue as to whether Mr Collins or his mother have some sort of protection under French law that permits them to remain living there.

[130]Secondly it is further evidence, if any were needed, of the collapse of the relationship: I don’t trust you, not one bit. Any attempt to suggest that I am not willing to find a solution would be utter humbug on your part. I do not trust your motives. Why the sudden change of heart? What now, are you able to find the time to just jump on a plane/train and come all the way to la France profonde? It’s fishy. I don’t like ‘fishy’. I don’t like the cut of your jib on this one. No, not at all.

[131]He did invite Ms Roberton to set out what any proposed solution might look like.

[132]In fact, things had now wholly broken down. Ms Roberton issued these proceedings in October 2023. She stopped payment of the “salary” in January 2024.

[133]Mr Collins continued to seek foreign investment in the project, at least until March 2024 when he emailed the architects again. This, though, was a very different concept: the Property was to remain a private house that might also double as a rental property in whole or in part. From Mr Collins’ email it appears that extensive investment would have been required to fund his plans. It is not clear what happened, or continues to happen, with them.

Jurisdiction

[134]Logically, this is the defence to address first. Mr Collins was served with these proceedings in France pursuant to an order of Master Brightwell dated 6 October 2023. I understand that on the Acknowledgment of Service Mr Collins ticked the boxes both stating he intended to defend and saying he intended to contest jurisdiction. He submitted before me that it was not clear to him that he could not do both.

[135]As I have noted, Mr Collins is a litigant in person and I recognise that the procedures of the courts are, necessarily, technical and so at times are not easy to follow. I accept that such a mistake could be made by someone unfamiliar with the processes of the court. However, the Acknowledgment of Service form is very clear in stating that if a party does not contest jurisdiction within 28 days they will be assumed to have accepted the jurisdiction of the English courts. That reflects the provisions of the English Civil Procedure Rules, specifically CPR 11(5).

[136]No such application was made. On the contrary, Mr Collins filed a 27 page Defence to the merits of Ms Roberton’s claim. That Defence, equally, does not contest jurisdiction.

[137]Mr Woodhouse drew my attention to the judgment of the Court of Appeal in Deutschebank AG v Petromena ASA

[2015] EWCA Civ 226

. There, the Court of Appeal distinguished between the different ways in which a defendant might waive their right to challenge jurisdiction. The first is statutory submission to the jurisdiction, that is a failure to follow the rules of procedure and make an application challenging jurisdiction. The second is common law waiver – taking a step that is inconsistent with maintaining a challenge to jurisdiction. In serving his Defence on the merits without any attempt to challenge jurisdiction, that is what Mr Collins has done. Moreover, the argument he now makes about his confusion over the acknowledgment of service does not explain why he has waited until trial to raise this point.

[138]In my view he has unquestionably lost his right to challenge jurisdiction, both on the basis of common law waiver and on the basis of statutory submission.

Partnership / employment

[139]I have two questions to decide:(i) what was the relationship between the parties; and

(ii) was it terminated by Ms Roberton’s email of 15 December 2022 or, alternatively, the service of these proceedings.

[140]Mr Woodhouse started with the definition of partnership in section 1 of the Partnership Act 1890:

“Partnership is the relation which subsists between persons carrying on a business in common with a view to profit.”

He further noted the rules for determining partnership in section 2. These were, he submitted, principally negative, in that they address things that do not, of themselves, create partnership.

[141]Mr Woodhouse recognised that the test in the 1890 Act was a broad one and referred me first to Dollar Land (Cumberland) Ltd v CIN Properties Ltd

[1996] SLT 186

for a more granular analysis. The facts of the case are not relevant for these purposes; what is significant is the approach adopted by the Outer House starting at 191J-K: There is no simple or single test which can be applied in every case so as to establish or negative the existence of a partnership. All the relevant features of the parties’ relationship must be examined and a view reached on the basis of all the features.

[142]Lord Coulsfield went on to address the types of factors that might be relevant:(i) partners will typically share in both the profits and the obligations of the partnership;

(ii) a loan to the partnership is a relationship entirely different to partnership;

(iii) common capital indicates partnership;

(iv) partnership typically allows any one partner to exclude the admission of new partners to the partnership;

(v) partnerships will usually keep joint records.

[143]Mr Woodhouse contrasted that with the test for employment, for which he referred me to Ready Mixed Concrete (South East) Ltd v Minister of Pensions and National Insurance

[1968] 2 QB 497

at 515C-D: A contract of service exists if these three conditions are fulfilled.(i) The servant agrees that, in consideration of a wage or other remuneration, he will provide his own work or skill in performance of some service for his master.

(ii) He agrees, expressly or impliedly, that in performance of that service he will be subject to the other’s control in a sufficient degree to make that other master.

(iii) The other provisions of the contract are consistent with its being a contract of service.

[144]MacKenna J’s focus was on the third factor. At 516B-G he gave a series of five examples to highlight the distinction between contracts of employment and other contracts. None are directly relevant here. More important is his conclusion at 517B: The judge’s task is to classify the contract (a task like that of distinguishing a contract of sale from one of work and labour). He may, in performing it, take into account other matters besides control.

[145]Mr Collins had made the point in opening that many employees in fact have great freedom of action. Mr Woodhouse accepted that but submitted there must still be some control. He gave the example of a surgeon; the employer would not tell him or her how to perform each operation, but would expect to control their working hours and the patients they saw.

[146]Mr Woodhouse submitted that the relationships of employment and partnership are mutually exclusive: one cannot simultaneously be both. He referred me to MacKinlay v Arthur Young McClelland Moores & Co

[1990] 2 AC 239

. Lord Oliver noted at 249A: A partner working in the business or undertaking of the partnership is in a very different position from an employee. He has no contract for employment for he is, with his partners, an owner of the undertaking in which he is engaged and he is entitled, with his partners, to an undivided share in all the assets of the undertaking. In receiving any money or property out of the partnership funds or assets, he is to an extent receiving not only his own property but also the property of his co-partners. Every such receipt must, therefore, be brought into account in computing his share of the profits or assets. Equally, of course, any expenditure which he incurs out of his own pocket on behalf of the partnership in the proper performance of his duties as a partner will be brought into account against his co-partners in such computation. If, with the agreement of his partners, he pays himself a ”salary,” this merely means that he receives an additional part of the profits before they fall to be divided between the partners in the appropriate proportions. But the “salary” remains part of the profits.

[147]He also referred me to what Lord Oliver said at 254E-F.

[148]Mr Collins makes a quite nuanced point in this respect that I think it is important to address. Paragraph 4(XV) of the Defence asserts that a partner can only draw a salary from the profits of the firm, such that the business must be operational and generating profits. Since this business was not generating profits, the only way he could be paid a salary was an employee. That is certainly one reading of the section of Lord Oliver’s speech that I have quoted above. I do not believe it is the correct one, however, for two reasons.

[149]The first is what was said in Tiffin v Lester Aldridge LLP

[2012] EWCA Civ 35

. In considering the relevance of “salary” the Court of Appeal referred to the earlier decision of Megarry J in Stekel v Ellice

[1973] 1 WLR 191

. In that decision, Megarry J had been dealing with what are described as salaried partners and had concluded that (quoted at page 1893H of the Court of Appeal judgment):

“even if ‘salaried partners’ who are true partners, though at a salary, are in a minority, that does not mean that they are non-existent.”

The Court of Appeal in Tiffin went on to conclude at paragraph [16]:

“It mattered not that [Stekel] was to receive no share of the firm’s profits and had no share in its capital.”

If partnership can exist where the salaried partner does not receive a share of profits, it cannot matter whether such profits are made or not. It is the objective of making profit that matters under section 1 of the 1890 Act, not whether that objective is achieved.

[150]The second issue that I have with Mr Collins’ position is that it seems to imply that partnership does not exist until profits are made. That is, in any event, Mr Collins’ case, at paragraph 4(IV) of the Defence and Counterclaim, where he asserts that there could not have been a partnership between him and Ms Roberton at a time before the project started trading or in some other way carrying on business. In this respect Mr Woodhouse referred me to Khan v Miah

[2000] 1 WLR 2123

. The parties agreed to open a restaurant. They set up a joint account, in which they described themselves as partners, and premises were acquired and work commenced on them. Relations broke down between the parties before the restaurant opened, however. The House of Lords found that did not preclude a partnership from having formed. Lord Millett emphasised at 2128D-F: The question in the present case is not whether the parties “had so far advanced towards the establishment of a restaurant as properly to be described as having entered upon the trade of running a restaurant,” for it does not matter how the enterprise should properly be described. The question is whether they had actually embarked upon the venture on which they had agreed. The mutual rights and obligations of the parties do not depend on whether their relationship broke up the day before or the day after they opened the restaurant, but on whether it broke up before or after they actually transacted any business of the joint venture. The question is not whether the restaurant had commenced trading, but whether the parties had done enough to be found to have commenced the joint enterprise in which they had agreed to engage. Once the judge found that the assets had been acquired, the liabilities incurred and the expenditure laid out in the course of the joint venture and with the authority of all parties, the conclusion inevitably followed.

[151]Mr Woodhouse submitted that by the time of acquisition of the Property, at the latest, the same conclusion – that a partnership existed – inevitably followed here.

[152]In considering Mr Collins’ status it is important to return to a point made in Tiffin: that employment and partnership were, as a matter of law, mutually exclusive. Mr Woodhouse relied, in particular, on paragraph [31] of the Court of Appeal’s judgment, where Rimer LJ stated: …in law an individual cannot be an employee of himself. Nor can a partner in a partnership be an employee of the partnership, because it is equally not possible for an individual to be an employee of himself and his co-partners…

[153]I accept that must be the case. Indeed, I think that Mr Collins does; certainly, that is how I read paragraph 4(XIV) of the Defence. I do not accept that it is a complete answer to the point made by Mr Collins at paragraph 4(III) of the Defence and Counterclaim, however. There, Mr Collins asserts that he was to be employed and, at a certain point in the future (the securing of third-party investment) the partnership would begin. That does not create the issue identified by the Court of Appeal that nobody can contract with themselves and so nor can they employ themselves because the two relationships do not co-exist. On the contrary, in my experience such arrangements are very common. Many law firms annually admit some of their associates into the partnership. Obviously, those associates must agree to the terms of the relevant members’ agreement and, equally obviously, that happens at a point before they become partners and when they are still employees. The fact that they are employees who will become partners presents no issue from an employment law standpoint.

[154]Of course, the fact that such a structure is possible does not mean that is what happened in this case. I will address that momentarily. The question is a factual one, however, not a legal one.

[155]The final point that Mr Woodhouse relied on was the way that both Ms Roberton and Mr Collins had referred to themselves as partners, particularly in their text messages and emails. He recognised that in Dollar Land the court had been cautious about such references – the question was one of substance rather than form, such that the parties could not make something a partnership simply by labelling it as such. He referred me to what was said in Quashie v Stringfellow Restaurants Ltd

[2012] EWCA Civ 1735

at [52]: It is trite law that the parties cannot by agreement fix the status of their relationship: that is an objective matter to be determined by an assessment of all the relevant facts. But it is legitimate for a court to have regard to the way in which the parties have chosen to categorise the relationship, and in a case where the position is uncertain, it can be decisive…

[156]Mr Woodhouse submitted that I could therefore look to the parties’ various communications and how they described their relationship in deciding whether this was an instance of partnership or of employment. That seems, to me, to go beyond what was said in Quashie. There, the Court of Appeal was dealing with a formal agreement. There was an issue as to whether the relevant documents had been provided to Ms Quashie but it was found that it formed the basis of her agreement (Quashie at paragraph [22]). It was that agreement that purported to characterise the relationship, not subsequent exchanges between the parties concerning it.

[157]I recognise that there is a further complication here in that whilst the agreement in Quashie was in writing this agreement is oral, and different rules apply to the interpretation of oral agreements. Specifically, the parties’ subsequent exchanges are relevant to the interpretation of an oral agreement but are not relevant for the interpretation of written agreements (see, in particular, Maggs v Marsh

[2006] EWCA Civ 1058

at [26]). In principle, Ms Roberton can rely on what she and Mr Collins said in their various exchanges.

[158]At the same time that evidence seems to me to be weak. The use of a particular term by lay parties in an informal setting offers little, if any, assistance in deciding the proper legal characterisation of their relationship. As the exchanges became more formal and lawyers became involved that objection falls away but is replaced with a new one: at that stage the parties were setting out their respective stalls in readiness for a dispute; inevitably, that affected both their recollection of events (Gestmin at paragraphs [19]-[20]) and the way in which they presented their respective positions.

[159]Applying those legal principles, in my view, the agreement at Canford was clearly for a partnership, not for employment. I say that for a number of reasons: i) Starting with the factors in Dollar Land, all of the factors I have identified there are met. The agreement was for a 70/30 share of the profits. It is true that Ms Roberton faced the initial liability for the financial exposure, but Mr Collins’ name was on many of the bills, he was a contracting party with the architects, he purchased a BMW for the business and was to have contributed a sizeable collection of art and furniture. Both parties were therefore to make capital contributions: in Ms Roberton’s case it was cash and in Mr Collins’ it was his furniture. In each case they would become partnership property; neither was simply to be a loan. That leads to the third point – there was common capital. One then comes to the right to exclude others from the partnership. As Mr Collins’ email of 5 April 2020, which raised the question of French wills, made clear this was agreed at Canford and was important to him:

“This is our project and it involves, has never involved, no/any third parties.”

Finally, the partnership kept joint records, as Mr Collins made clear in his email of 2 March 2022:

“I have a full record of everything that has been spent here, every receipt, everything filed, as I showed you last year.” ii) By contrast, the factors addressed in the Ready Mixed Concrete decision do not suggest employment. Mr Collins noted that many employees are subject to limited control, and I agree that they are. But he was subject to no control. He had the vision for the house, a vision that he could and did change frequently and unilaterally, he decided who the professional advisors such as architects and management consultants should be, he selected and engaged contractors, arranged utilities, liaised with the local authority on planning matters, liaised with external investors as to the nature and amount of their possible investment. Ms Roberton received brief updates, often after the event, but none of the detail. I note what McKenna J said regarding the need to consider factors other than control, but note equally that one cannot simultaneously be a partner and an employee; for the reasons I have given above, Mr Collins looked much more like a partner. iii) As I have already said, in principle it is possible for someone to be a current employee and future partner, but it seems to me that was not the case here. All of the factors I have listed above were a feature of the relationship from either its inception or from the point that Mr Collins moved into and started work on the Property. The trigger for the change from employment to partnership is said in the Defence to be the securing of external investment but the parties were operating on the basis that there might not be external investment. As the options being discussed at Canford show, there were “open as is” options that would have proceeded without the need for further investment, and as late as his update of 20 September 2021 Mr Collins was still contemplating the go it alone route: “We can do this slowly and alone, in the end earning more from it.”

It was therefore entirely possible that there would never be external investors; I do not for a minute think that Mr Collins would have accepted that he should never be a partner, however. iv) I recognise that Mr Collins was regularly paid by Ms Roberton and the sums were described as salary. But as was pointed out in both MacKinlay and Tiffin, that is far from conclusive. In all other respects he looked like a partner. v) I have already addressed Mr Collins’ point that he could not be a partner until the project started trading. As Khan made clear, that is simply not the case as a matter of English law. vi) I place no real weight on informal exchanges between Mr Collins and Ms Roberton in which they use the term “business partner”. The use is not consistent, and there are some obvious cases where it is not used, notably the meeting with the architects where Ms Roberton was “the person Stephen was doing the project with”. Where it is used it is in a very informal setting. That, it seems to me, goes some way beyond what the Court of Appeal contemplated in Quashie. For the avoidance of doubt, however, nor do I think that matters: to my mind, this is not in any way an ambiguous case.

[160]As a matter of English law I therefore accept that Mr Collins and Ms Roberton entered into a partnership at their meeting at Canford in July 2018.

[161]Where I disagree with the Claimant is in her characterisation of this as being a partnership at will that she could leave at any time. The evidence strongly suggests that this was not intended by either party: i) The nature of the project itself was a longer term one. In my view, that must be assessed objectively – what would a third party onlooker have thought. This was a very significant project; with the thin capital available it could not be completed quickly. The evidence of both parties was that they were in it for the medium-long term. Ms Roberton’s evidence was that she might see a return in six years; Mr Collins, in his 13 August 2018, message suggested three to four years. On the basis of the limited evidence I have those seem to me reasonable assessments; they are not consistent with Ms Roberton having a right to walk away at will. ii) During that time Mr Collins was seeking security of tenure and income, as his repeated desire to be on the title documents to the Property and his requirement for a “salary” made clear. That security of situation was very important for Mr Collins. He was genuinely upset and concerned that the Property could not be held through an SCI with him on the title to it. Moreover, Ms Roberton knew that, as her agreement to a “salary” and repeated attempts to find solutions to BNP Paribas’ refusal to have Mr Collins as a joint owner to the Property make clear. iii) At the time of the Canford meeting Ms Roberton was the only source of funding and, for the reasons I have addressed above, it was wholly possible that she might remain the only source. Her pulling out before some other source of capital or income was secured would end the project. Again, it seems to me implausible that Mr Collins would have agreed to partnership on such terms. iv) What was discussed at Canford was either opening a hotel or securing external investment (and opening a bigger hotel). The parties considered both such possibilities; they did not apparently address any scenario where Ms Roberton could walk away at will.

[162]In my view this was therefore a partnership for one of two specific ventures: to open the hotel or to secure an investor who would buy Ms Roberton out in whole or in part. It is obvious, from the events I have detailed, that both have failed. The capital buffer has all been spent and the Property is nowhere near being a hotel or attracting external investment. As I understand it, it does not even have the relevant permissions from the French local authority. I therefore accept that Ms Roberton was entitled to and did terminate the partnership by her email of 15 December 2022.

[163]Equally, I accept that this partnership has failed beyond the point of no return. Partnership relies on mutual trust and confidence, but as I have set out above Mr Collins has expressed, in the clearest possible terms, the contempt he now feels for Ms Roberton. In no way do I endorse what he has said, but nor is that the point: you cannot address your partner in the way that Mr Collins has repeatedly addressed Ms Roberton and expect to be able to work with them going forward. I would therefore equally have dissolved the partnership under section 35(d) and (f) of the 1890 Act.

Unfair dismissal

[164]It is a fundamental element of Mr Collins’ counterclaim that he be an employee under English law. It follows from my finding on partnership that this claim cannot succeed: Mr Collins was not an employee under English law. Mr Woodhouse further submitted that I have no jurisdiction to hear an unfair dismissal claim, since such claims are reserved to the Employment Tribunal under section 2 of the Employment Tribunals Act 1996. I accept that they are.

Conclusion

[165]For the reasons given above I will make the following orders: i) There existed between the parties a partnership for the purpose of converting the Property into a hotel or of securing further investment from outside investors so as to permit redevelopment of the Property. ii) The partnership was terminated by the Claimant on 15 December 2022. iii) The affairs of the partnership are to be wound up. iv) All necessary accounts and inquiries are to be taken and made up.