Tangent Properties (North) Ltd v Evans Homes (Skelton) No 2 Limited [2026] EWHC 298 (Ch)

“Owned by British Coal N.B. – Clarify ownership boundaries. - End loaded deal. No minimum figures. - WRDE low profile. New corporate vehicle to promote as agent for British Coal. - Richard Arkham – UDP officer for the area. - Inclusion of Y.W. land and avoidance of ransom situation essential. LCC land also? - [Albert] Rothwell tip restoration might prove catalyst for Skelton allocation? - Wants ‘a steer’ from Brian Walker (informal). BW. Seeking a meeting with Alan Stopher of B.C. opencast. - [Planning?] £100k to £200k. - Unserviced Land better share for B.C? - Serviced land/Dev. Profit better share for WRDE/Nigel + 60/40 ok. - National Power have right to acquire part of the B.C land but only if B.C. decide to dispose and the arrangement has a finite life & can be allowed to expire.”

“21. Under instructions from Geoff, between the summer of 1994 and early 1996, I was charged with the task of promoting the Skelton Project through the Leeds UDP process. This involved the formal instruction, direction and management of the professional team. I attended a number of UDP Public Inquiry round table sessions and policy specific discussions. I spent a substantial amount of time during this period trying to over-turn the proposal by Leeds City Council to place the Skelton Project in the statutory Green Belt and to try and secure an allocation for business park use. 22. It was agreed at the time by WRDE, BCP and the professional team, including myself, that our efforts should be focused on promoting the Skelton Project for allocation in the Leeds UDP as a business park. In this respect, early drafts of the Leeds UDP proposed to allocate three large business park schemes; two of which were, in our view at the time, proposed in unsustainable locations when compared to the Skelton Project. Accordingly, it was decided that WRDE would make objections to these two schemes and offer the Skelton Project as a better, alternative, location. Our discussions at the time were focused on securing a business park allocation and removing land from the Green Belt with a view to promoting a wider and more diverse range of land uses thereafter. I also recall discussions about how much of the Skelton Project we should promote for Green Belt release and development purposes in the Leeds UDP – particularly whether the pulverised fuel ash lagoons adjoining Skelton Lake should be included. It was agreed by all parties that, at least for the purposes of the Leeds UDP, the pulverised fuel ash lagoons would not be promoted but that the opportunity to try and bring this part of the Skelton Project forward would be revisited at a later time. 23. Within the draft versions of the Leeds UDP, it was agreed that BCP would be seen to promote the Skelton Project and that I would be a ‘frontman’ of the project throughout the Leeds UDP Public Inquiry process. I understood that I was put forward as such because I could be presented as an independent consultant acting for BCP. This was important because Evans and Yorkshire Water between them controlled at least half of the proposed land allocations for employment use in the emerging Leeds UDP so all parties felt that the Skelton Project should be put forward as a scheme being promoted by British Coal.”

“He attended meetings, helped with the coordination of the professional team and worked on the early representations to Leeds City Council.”

“As I explained last Friday 1 would be happy to offset a substantial proportion of my fees under (ii) Development Consultancy Fee in return for an enhancement of (iii) Profit Element and I did indicate outline percentages which I felt might be appropriate in this situation. I appreciate the difficulty in adequately defining "Profit", especially bearing in mind your desire to hold a number of the completed buildings within the company’s internal investment portfolio. However, I believe that it would be in both our respective interests to relate my profits to your company’s return from the project in order to ensure that we have a shared interest in the scheme’s success. Moreover, as your main agreement with British Coal relates to a division of profits on a pre-determined basis we could no doubt consider mirroring our agreement with the British Coal format in this regard.”

“Nigel hoping for 25% of our profit – told cannot go that far.”

“I believe that you were due to discuss my Development Consultancy Agreement with your colleagues last week”

“Q. Okay. Then you've got Remuneration at the top of 487: "£15,000 on exchange of Agreement." That "agreement" means what? That's the agreement between White Rose and British Coal and Yorkshire Water by which the land was acquired? A. The agreement had already been exchanged at this point, yes. Q. Yes. Okay: "£20,000 on allocation of site in UDP." And then: "10% of [White Rose Development] profit (check definition within British Coal agreement)." So it's right, isn't it, that your 10% was hinging on work you did after the land had been allocated to the UDP? A. The 10% profit share would relate to introducing the opportunity. That's why White Rose were prepared to discuss profit shares. Q. Why doesn't it say "10% profit for introduction"? A. I did say maybe it was part of an introduction fee. Q. But this is your document. A. Yes, but it's a different document to the one you referred to before. Q. Yes, but this is your document, and you're now saying 10% of WRDE profit? A. Yes. Q. You said maybe that was part of an introduction fee. A. White Rose were prepared to give a 10% profit share based upon me introducing the opportunity to them. Q. Mr Chambers, that isn't what this says. It's not consistent with you folding in your two heads of remuneration under the development consultancy agreement. You were going to get a profit share for work you did under a development consultancy agreement after the land was allocated, not for an introduction. A. No, my understanding and the reason that White Rose were prepared to give a 10% profit share was for introducing a valuable opportunity. It wouldn't make sense for White Rose just to pay a profit share based on consultancy services. They were ancillary to introducing the main opportunity. The opportunity was valuable. Q. Consultancy services are what helps give the land its uplift in value, aren't they? A. Yes, they help to unlock the potential on an opportunity which I introduced. Q. And the introduction on its own, it's something that had already long since happened? A. Yes, but White Rose wanted to wait until the agreement was signed before entering an agreement with me. But it was acknowledged that I'd get the profit share for the introduction to the site. There's no sense in paying someone for services. The value I brought to the scheme was introducing the land, the opportunity. Q. In that case, why did White Rose need you for a development consultancy? If the value you had brought was simply an introduction, that's it. They don't need any further engagement with you, do they? A. Well, there is a benefit from White Rose's point of view because I can assist, I'm incentivised to do a good job, to provide the services to unlock the value because we're sharing in profits. Q. So how are you going to be paid for your work under the development consultancy agreement if it wasn't going to be by a profit share? A. Well, I wasn't getting paid for development services. Q. So you were going to do a development consultancy agreement for free? A. No, it came −−the fees relate to the profit share. I provide services to White Rose to help unlock the development potential −− Q. Okay. A. −−which I identified and introduced to White Rose. Q. That, I thought, was where we had a disagreement a moment ago. I suggested to you that you were getting your 10% as a quid pro quo for the value that you added to the land by providing development consultancy services, and you seemed to quibble with that and say, "No, I was getting it for providing the introduction in the first place". A. The reason they were prepared to make the profit share was because I introduced a valuable opportunity off the market to them. In my experience, that's −−I have done quite a few deals like this. It's introducing a developer, a land promoter, to the opportunity. Q. Okay. But you'd already long since introduced this land. You had no bargaining chips. This was now White Rose's land. You were way past the point of introductions. Why would White Rose be prepared at this stage to give you 10% for an introduction for land it had already bought? A. Because the principles of a profit share were discussed from 1994 onwards. It didn't start in 1996. The discussion started in 1994. I think you've referred me to notes from Geoff Goodwill before this date where we talk about −−where he talks about profit shares. The profit share figures were higher than this in previous discussions . So that negotiation had been going on by this time for over two years.”

“1. Intro Fee → NJC to submit invoice now for £15k – This week for UDP work [OK].” “4. BOARD on profit share – 10% or a lesser %age – fee to cover interim work – i.e. Planning to profit stage. Corporate view → a) Wot if NJC doesn’t have time or nothing to contribute b) No time & effort generally.”

“I note that you will discuss the Development Consultancy Agreement with your colleagues over the next few days.”

“Discussed Nigel’s expectations – JDB outlined difficulties. Agd Nigel to write setting out his case, for the Board to take a final decision.”

“My file on the project begins in July 1991 during my time at AF Budge when I had meetings with British Coal Opencast (Martin Stott and Alan Stopher). This dialogue continued with Tony Palmer and Albert Schofield at British Coal Property following the demise of AF Budge in December 1992 and the setting up of Atlas Property Consultants in 1993. It was not until the summer of 1993 that Albert Schofield finally saw the merit of making an objection to the UDP. As you must appreciate I had already invested substantial time and effort on a speculative basis prior to your involvement because of my belief that the site had significant potential for development as a business park. It is quite clear that from July 1991 until August 1993 no one had given any serious consideration to the site’s potential. More importantly, had I not finally managed to persuade British Coal to make the UDP objection, it is very unlikely that the site would have been available for development in the foreseeable future. I fully appreciate that without your company’s financial commitment to pursue the UDP Inquiry the scheme would not have progressed. However, you would have been unlikely to pursue this course of action if you did not believe that the site had a realistic chance of success. Prior to your involvement I was content to suggest to Albert Schofield that we approach WRDE partly on the basis that you would be willing to allow me to participate as an equity partner in the scheme. British Coal themselves had also envisaged that I would form part of the equity relationship and when the deal was struck at the meeting with Albert Schofield in June 1994 it was suggested that I was to be accommodated within the WRDE side of the deal. Since that time I have always approached the project on the premise that my involvement was to be on an equity basis, a position I have maintained during the last 2 years. The only reason that the arrangement was not formalised earlier was that you wanted to get the site under contract prior to putting the details of my involvement to your colleagues. Unfortunately, it has taken much longer than we both expected to secure the site and we are only now in a position to finalise this matter.”

“1. There is no doubt that the initial identification of the opportunity was due to Nigel's initiative and commitment. Indeed it was only due to his persistence that British Coal submitted a UDP objection. Had they not done so there would have been no opportunity to present the case for development of the Skelton site at the Inquiry. It is also undisputed that he introduced the opportunity, initially to Yorkshire Water and then to WRDE. However, I then had to deal with the long and tortuous negotiations with British Coal Property (which commenced in Spring 1994 and finally came to fruition when we exchanged contracts in February 1996). J also had to "deliver" the Yorkshire Water land because of British Coal's belated refusal to proceed unless the YW land was included, thereby necessitating YW becoming a party to the contract. 2. Prior to the introduction to WRDE Nigel had progressed the project through its early stages up to and including the submission on behalf of British Coal of the original UDP objection. Once we became involved Nigel continued to fulfil a valuable role in helping to prepare the planning case, co-ordinating the planning team and acting as "front man" during the two years or so when we considered it prudent not to reveal our identity. 3. On the face of it I should have clarified the terms of Nigel's involvement at an earlier stage. However, bearing in mind that it was never going to be easy to find a mutually acceptable basis for his involvement, I thought it prudent to postpone the substantive discussions (i) until Nigel had fronted and co-ordinated the case up to and including the UDP Inquiry (particularly bearing in mind that we were still seeking to remain anonymous) and (ii) until we had exchanged contracts with British Coal to purchase the land, the time-scale of which became far more protracted than originally envisaged. 4. Nigel was, at the outset, seeking an equity stake by way of a shareholding in a project-specific joint venture company. I informed him at an early stage that we were not prepared to enter into a joint venture in which he would have a shareholding. Since then Nigel has consistently sought an entitlement to a profit share, initially at a significantly higher level than 10%. After protracted negotiation, Nigel has reached the point where he regards 10% as the minimum acceptable level in relation to his involvement. 5. Attached is a summary Nigel prepared some time ago of the main terms he would anticipate being included in a Development consultancy Agreement. 6. Could I make it clear that Nigel's percentage share would be of the WRDE profit, i.e. the net figure after any profit share payment to British Coal/Yorkshire Water Estates. In addition I have informed Nigel that as the motorway service area deal was done entirely by myself with no input from him, then he would not be entitled to any profit share from that transaction.”

“Nigel Chambers - 10% of net profit before tax from land sales (actual or deemed) Payable at each tranche sold/developed. - Subject to a cap of £? (net of payments on a/c) - Finite limit to agt. – 10 yrs from UDP adoption. - No more money from now until profit achieved. - Termination rights - no breach – profit entitled preserved - breach – profit entitlement lost but us clawback of interim payment. - Define duties. - No share of development i.e: build out profit. If we want to retain the services we negotiate at that time Or Purchase Fee N.B. Need to have clear definition of apportioned dev. costs to be set against value.”

“Skelton BD – Leeds 1) John Bell – WRDE 2) Geoff Goodwill – WRDE 3) NJC DEAL AGREED 2 parts to remuneration: A) Legally contracted – NJC to receive 10% of WRDE “Net” proceeds from any sales of unserviced or serviced land. If WRDE “develop” then NJC to get 10% of “calculated”

“So you've put in capital letters "DEAL AGREED". Just help me, what do you say is being agreed here? A. The 10% profit share. Q. Just the 10%? A. Yes, the "A) legally contracted". Q. Okay. A. That was agreed. Q. All right. Just help me, if the −−the bottom section of A) says: "[Deal] continues throughout full life of project + requires input only to receipt of opp and [... UDP] Allocation." Why is White Rose agreeing to give you 10% now for the work up to the point at which the land is allocated in the UDP, rather than previously where you were both talking about 10% for the work done after the land was allocated to the UDP? A. This states the deal, the profit share will continue throughout the full life of the project until it's completed. Q. Yes, but it also then says: "+ requires input only [something] receipt of opp and [... UDP] Allocation." A. Yes, that's my time input, my services. Q. Yes. But that was what you were trading off against your percentage profit share earlier. You were saying, "Well, I won't charge my work after the allocation and I'll take a profit share instead". A. Yes. Well, I wasn't paid anything other than the £30,000 after early 1996. Q. Right. But now is it your case that you're saying that White Rose agreed to 10% for work −−that would only require you to work up to the UDP allocation. Once the land was allocated to the UDP, you would have a new agreement that you charged for? A. No, I would get the 10% profit share up −−yes, and my time input services to receipt of planning and allocation. Q. So what did you have to do to get the 10%, according to this note? A. Provide consultancy services as and when required by White Rose. Q. Where does it say that? A. "Requires input." Q. "To receipt of opp and [... UDP] Allocation"? A. Provide services input to that point. Q. Okay. So that was all you had to do, work up until the UDP allocation, and that secured your 10%? A. And outline planning permission. Q. And outline planning permission. That's what you say was agreed here? A. That was the intent. Q. No, I'm asking you, was it agreed? I'm not asking you what the intent was. I'm asking you, was it agreed? A. Yes. The agreement was 10% of the profit share. That profit share continues throughout the life of the project, and my consultancy input is to UDP allocation outline planning. Q. Isn't this simply just getting White Rose to agree 10% for something? It's no more detailed than that. A. It talks about the proceeds from land, serviced or unserviced, or if it's developed, 10% of a calculated land value. Q. But your focus is on the 10%. Isn't that why you've put "deal agreed" at the top of the page, because someone has said okay, 10%? A. Yes, that's what we agreed and that's what was contracted at that meeting. Q. I suggest to you that this was simply a staging post in a continuing process. This was not a final concluded agreement, was it, Mr Chambers? A. Subject to White Rose board approval, I believe it was.”

“MR JUSTICE LEECH: You said a moment ago, "That's not the way that I would operate as a rule." Can you just explain what you meant by that? A. Well, if we're entering into an arrangement such as this, particularly when you have partners, but not only when you have partners, if it was just Evans, I would say: right, let's see what −−how far we are getting here. And I would also want to know what we are getting as well, because all this is about what Nigel gets; it's never about what we're getting. So I would need that side of the equation sorted out. And then I would go and discuss it with colleagues at our management executive meeting. I would go and discuss it perhaps with any visiting directors we have got coming through. And then I would have an impression of what the agreement was like. We would then take it, in the case of a joint venture, have a chat to the joint venture partners, so that they were acquainted with it and could make meaningful comment. And then it would go to a lawyer. And then a lawyer would make a subject to contract, or probably exchange correspondence to make sure that things are −−that we are all of the same mind. And then we would start seeing travelling drafts going to and fro. The notion that I would agree anything of that nature at a meeting in a finalised fashion is −−would be uncharacteristic of me.”

“Just a brief note to let you know that I will be meeting with my solicitor on Wednesday morning 4 December to discuss the Skelton agreement amongst other matters. I shall therefore look forward to receiving the skeleton outline, as suggested you would draft, prior to this meeting.”

“I would therefore be grateful if you could fax through your notes regarding the Development Consultancy Agreement as discussed on Wednesday.”

“In connection with your meeting with Nigel Chambers this morning”

“SKELTON Nigel Chambers - basis of ongoing involvement (subject to WRDE Board approval) throughout the UDP and planning processes and preparation of the site for development: Client: White Rose Development Enterprises Limited Core Service: Planning and development consultancy and project management Remuneration: To date - payments made "on account" totalling £30,000 + VAT Future - No further payments until WRDE achieves overall profit at which point NC entitled to 10% of WRDE net pre-tax profit (i.e. after all relevant costs and any profit share payments to British Coal and Yorkshire Water Estate) arising from (i) unserviced land sales (ii) serviced land sales (iii) the land element of built development activity by WRDE Deductions: The "on account" payments Exclusions - Profits arising from built development - Profits arising from the Motorway Service Area deal with Swayfields Limited Expenses: NC will be reimbursed for previously authorised third party expenses/disbursements Termination: In event of material breach Potential future role in WRDE built development activity: No commitment by WRDE to NC involvement but situation to be reviewed in the event that built development by WRDE is contemplated. Potential role(s) include agency and/or development consultancy and/or project management”

“Q. Look at the line "Core Service": "Planning and development consultancy and project management." Planning and development consultancy and project management, we established earlier, are things that take place after the land has been allocated to the UDP, aren't they? A. No, the project still needs managing throughout the planning promotion process. Q. But once the project is −−once the land is allocated to the UDP, that's when your project management role was going to kick in? A. No, it would be project management of the services as well. It could encompass that. Q. Sorry, can you say that again? A. It could encompass project managing the planning process. Q. Could encompass, but do you say this is clearly understandable as meaning project management only up to the date of allocation to the UDP? A. Yes. So it's project management of planning. Q. And where does it make any reference to allocation to the UDP? A. I can't see that. Q. Look again at "Core Service": "Planning and development consultancy and project management." How is White Rose supposed to determine whether you have performed those services to a suitable standard? A. If I was asked to do something and I either refused or didn't undertake it properly. Q. So failure to perform; that's it? A. Yes, as I say, providing the service or not providing A. I think White Rose and myself would just have to be reasonable about what these services were. I don't necessarily think a long list of services would necessarily suffice. There may be things on there which are −− Q. That's perfectly fair enough, Mr Chambers. The parties would have to work out as they went what this A. Yes, I think it was a flexible arrangement, based on a very good working relationship at the time. I don't think −−I'm sure no one from White Rose, Skelton or Templegate would ever say (a) I refused to do any of the services they asked or performed any of them poorly. So for the purposes of how this operated in practice, it worked well. Q. Isn't this nothing more than another staging post? It's a step on the path towards an agreement that never eventuated? A. No, this is an agreement, once it was approved by the White Rose board. Q. Because if you remember, you accepted in one of your letters that the whole process would require several stages: agree principles of a deal, draw up heads of terms, send them to solicitors, negotiate between solicitors, sign off with the board. This, such as it is, just ticks off a principle on one element of a potential deal. This is not a complete deal, is it, Mr Chambers? A. No, this is a complete deal once approved by the board. The information and letters you provided before were the intent of the parties at the time, which pre−date the November 1996 meeting and these terms.”

“During the period of this Agreement NJC is retained on a ''when needed'' basis to provide the Consultancy Services at such times and at such locations as WRDE and NJC shall agree from time to time provided always that NJC will be required to provide the said services during the hours which are deemed reasonably necessary by WRDE in order for the said services to be properly performed.”

“Why do you refer to an "arrangement" in paragraph 5 and an "Agreement", with a capital A, in paragraph 7? A. Because the arrangement I had seen in the files was the fax and the agreement. I had not reviewed extensively or had seen a completed version. All I had seen was what was in the David Helliwell files. Q. Which was the fax? A. And the −−I think there was a first draft of an agreement. Q. Yes. But not an executed agreement? A. I hadn't seen an executed agreement, no. Q. So the fax that you had seen was what you considered was an arrangement? A. Yes. Q. So why do you define the fax as "an Agreement" with a capital A in paragraph 7? A. Because for me, the fax and the draft agreement together become the agreement. Q. So now −−okay. So the fax and a draft of an agreement −−this was a longer draft, was it? How many pages roughly? A. I wouldn't recall how many pages, but it was −−it wasn't a single sheet, but it was longer than that. Q. Did it look like it was drafted by lawyers? A. I cannot remember that. Q. Okay. So the fax plus another document in your mind became the "agreement"; the fax on its own was an "arrangement"? A. I think the fax was part of the agreement. Q. Yes. I'm not disputing that's what your evidence is. But the fax seems to be an arrangement, records an arrangement, and it's the fax plus a longer document that constitutes an agreement? A. Yes.”

“I note that the WRDE board is due to meet on the 11th and will consider my future role and remuneration within the Skelton project. I trust that the outline which was faxed to me last Friday proves acceptable and that we can formally instruct our solicitors to prepare a draft agreement. As you know I met with Kevin Docherty, my solicitor, on Friday and his view was that if he could receive copies of the British Coal, Yorkshire Water and Swayfield contracts then it would simplify the overall task. Accordingly, on the basis that the draft outline is acceptable to your board, I shall look forward to receiving copies of the contracts. Once these are to hand I should be able to draw up some Heads of Terms for your approval prior to instructing our solicitors. I would be happier proceeding on this basis and ironing out any issues between ourselves rather than incur a heavy legal bill.”

“Mr Goodwill submitted a report which set out the basis of the ongoing involvement by Nigel Chambers throughout the UDP and planning processes and preparation of the site for development, and proposed a basis for his remuneration, including an element of profit sharing on WRDE’s net pre-tax profit on this site. The Board AGREED that the terms set out in the report now submitted be approved.”

“Now, firstly, do you remember him submitting a report? A. No. Q. Could it be the document that we saw at 499, the memorandum that we were talking about before, that he sent to you? Do you think he shared that with the board? A. I doubt it. He may have expressed similar sentiments, but it wouldn't appear like that. Q. How did reports generally appear before the board? A. It would be headed "Report" and so on. It may be appended as an attachment.” “Then you say: "Any document submitted to the board in these circumstances would, in my experience and opinion, have been an extensive report which would have set out the history with Nigel, the rationale for the proposal and specific details on what was being proposed (including the advantages and disadvantage of proceeding with the proposal). I would also expect it to make any such agreement subject to the usual extensive conditions such an agreement would normally contain. Thereafter, I would expect those terms to be submitted to our lawyers, so ... a detailed draft agreement ..." So are you suggesting that actually, if Mr Goodwill −−and you don't deny that Mr Goodwill would have submitted a report, the likelihood is it was an extensive report? A. It probably −−yes, my Lord, the answer is yes. Q. And it probably included all the advantages and the disadvantages, because that's what you say you would have expected, and the history of Mr Chambers' involvement and how he introduced the site to WRDE, in the same way as the memorandum did? A. Yes. Q. Because otherwise you and −−of course, you knew about it, but your fellow board members wouldn't be able to make a considered decision? A. Yes, that's correct. Q. So I just want to be quite clear. You're not suggesting here that there was anything untoward about this board meeting and what Mr Goodwill put forward? A. No, my Lord, I'm not.”

“When we spoke just before Christmas you did agree to ask Walker Morris to forward copies of the various contracts with British Coal, Yorkshire Water and Swayfield early in the New Year. Unfortunately, as of today's date I still await this information. I know that we both now wish to agree final heads of terms prior to instructing solicitors but I cannot complete these until I receive the contracts. Perhaps you would therefore be kind enough to remind Walker Morris to forward the relevant documentation.”

“"Conclude"; not "replace", "conclude". A. Well, again, relaxed language, “conclude", "replace". I believe the December 1996 agreement was concluded. Q. But you're not talking here about replacing it with a further version of an agreement? A. Well, the practical implication, had we reached a further, more detailed agreement, would −−it would replace it. So I'm talking here about concluding this replacement agreement. Q. But you never refer to a replacement agreement, do you? A. Yes, but this is not two lawyers speaking. Q. No. But you never refer to an extant agreement, and you never refer to replacing agreement, do you? A. No, but I wouldn't necessarily need to do that, in my view.”

“At some point after the execution of the Overage Agreement, a document entitled ‘SKELTON – LEEDS / DEVELOPMENT CONSULTANCY AGREEMENT (“DCA”)’/DRAFT HEADS OF TERMS/SUBJECT TO CONTRACT’ was prepared. The Defendant is unaware of the circumstances in which this document was prepared (it was exhibited to a letter from Mr Chambers’ solicitors dated 8 March 2018 without further explanation) but it is to be inferred that it was prepared after the December 1996 Fax because it broadly follows the structure of that document (although expanding on it so as to resolve some of the inherent uncertainty as pleaded above) and adopts some of the same wording. The 'Timescale’ for the intended consultancy agreement, as proposed in these further Heads of Terms, was as follows: “The DCA shall remain in place until the expiration of the Calculation Date and Payment Date, as defined in the [Overage Agreement], or while-ever the [Overage Agreement] shall remain in force; whichever shall be thelatest.”

“Save as set out in the remainder of this clause 3 for the purposes of this Agreement NJC shall have the benefit of and be entitled to all of the rights as set out in the Basic Clauses and the British Coal Clauses as if he were a party to the White Rose Agreement and named as one of the Vendors in the Basic Clauses and as if he were British Coal in the British Coal Clauses and WRDE shall have the same obligations to NJC on the part of the Purchaser as set out in the Basic Clauses and the British Coal Clauses.”

“[list the services]”

“Now, I don't expect you to be able to speak to Mr Docherty's state of mind, but it's striking there that Mr Docherty was the recipient of the December 1996 fax. He refers to having seen "copy correspondence", but he doesn't refer to having seen an agreement, and he doesn't refer to the first draft of the consultancy agreement as replacing an existing agreement, does he? A. No, but he wouldn't necessarily do that in this letter anyway. I don't see why he would need to say that. Q. All right, you don't see why. If we look at the Irwin Mitchell draft , page 549, services, clause 2, "General Services", middle of the page: "NJC shall perform the Services." "Services" are defined at the top of the page as: " ... the services described in Schedule 1 and the performance of any additional services requested by [White Rose Development] and agreed to be performed by NJC." If we scroll through to 552 −−do you have 552? At the bottom? Page 552 at the bottom? A. Yes. Q. "Schedule 1 [ list of the services]." A. Yes. Q. So at this stage, Irwin Mitchell weren't proposing with any form of clarity at all what it was you were to do under this agreement, were they? That was still open for negotiation. A. Yes, I think you asked me this question yesterday about services −− Q. I 'm asking you it today, in relation to this document in October 1997? A. Yes. Q. My question −−my point is that Irwin Mitchell don't describe the services in this draft, and therefore my question is: is it not right that the services were still up for negotiation? A. Well, we did agree the services in the November 1996 and the December 1996 agreements as being planning and development and project management. So in relation to planning, that would be local plan promotion work and permissions and consents. The development services would obviously be relinquishing technical constraints, landownership, etc, an element of marketing, project management. I'd already undertaken that role in terms of the UDP process, and later project managing the Skelton −−sorry, the Kerzner casino proposal. Q. I appreciate this is asking you to cast your mind back 30 years almost. A. Yes. Q. But do you remember, did you see a copy of this draft produced by Mr Docherty before he sent it to Mr Goodwill? A. Yes, I believe I did. Q. You believe you did? A. Yes. Q. So why didn't you say, "Well, we can fill in schedule 1, because these are the services I am to provide"? A. I guess, on reflection, I should have just −−we should have just replicated what was said in the original agreement. Q. Okay. A. I can't recall why it was done in this way.”

“Q. If we turn over the page to 560, May 1998, middle paragraph: "I believe that we are in broad agreement on most matters but you are to give detailed consideration to an extension beyond the term of the British Coal/ Yorkshire Water contract to take account of a situation whereby the land is allocated as neither green belt nor for development within the current emerging UDP. In addition, I await suggestions from you with regard to a list of services to be provided by me under the agreement and matters relating to material breach, etc." Why were you asking for suggestions in relation to "a list of services to be provided by me", when you say that was catered for in the December 1996 fax? A. I think this was after a meeting with Geoff, and he asked, or he said he would provide the list of services and issues on material breach. Neither of which I ever received.Q. Hold on. If he said to you in a meeting preceding this letter that he would provide a list of services, why didn't you say: but we've already agreed that? How did this point get any traction? A. Well, it didn't gain traction, because I was never provided and I never provided a list of services.”

“Q. We see here that on page 634, "consultancy services" are defined: “... planning consultancy and co−ordination and development consultancy and project management services in respect of the Site." At 639, the site is developed: "Means the land shown edged red on the Plan and where the context so admits shall include any Separate Plot or Unit ..." We don't have a plan attached to this draft. I don't think we have plans attached to any of these drafts. So perhaps they were going to be put on later. Clause 3, we have a duration for the −−this agreement. 3.1: "The appointment ... shall commence from the date of this Agreement or from the time [you] shall have begun to perform the Consultancy Services, whichever is the earlier and this Agreement shall be deemed to apply to the performance of ... the Consultancy Services from the date of [your] appointment." And 3.2: "[You] shall continue to provide the Consultancy Services until commencement of Unit Development or until 30 April 2011, or termination of this Agreement ... [under] Clause 12 whichever shall be the first to occur." So there is a longstop of 2011 in there, isn't there? A. Yes, on this one, yes. Q. And clause 4 defines your positive obligations in some detail . 4.1: "[You] shall give priority to the provision of the Consultancy Services and [you] shall at all times perform [them] personally. "[You] shall devote such time as is necessary for the proper execution of [them]. "[You] shall keep detailed records of all acts and things done by him in relation to the provision of the ... Services ... " 4.4: "[You] shall at all times during the period of this Agreement: "Faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time necessary in connection with the provision of the ... Services." 4.4.2: "Promptly comply with all lawful and reasonable instructions ... of [White Rose]." 4.4.3:"Use all reasonable endeavours to promote the interests of [White Rose] ..." 4.4.5: " ... attend all meetings in relation to the provision of the Consultancy Agreement ... "4.6 ... provide the Consultancy Services with reasonable skill and care." All of these positive obligations on you setting the standard of what you were to deliver are not catered for in the December fax, are they? A. No. Well, this is obviously a 20−page document. Q. Yes. But it's a 20−page document prepared by White Rose's solicitors. This is what they were looking for. A. It's what they put forward, yes. Q. Yes. It's what they were looking for? A. It's here in the contract, yes. Q. And there are provisions in here, clause 5, as to your obligations of confidentiality. We don't need to read those in detail. And clause 6, your liability under this agreement. These are all detailed provisions that are completely outwith the scope of the December fax, and these are all detailed provisions that White Rose was looking for once the negotiations properly got going. I suggest to you it's impossible to suggest that White Rose could have considered the December fax to be a binding agreement, Mr Chambers. A. No, I disagree. Q. So you think they were just changing their mind here? A. Sorry? Q. You think they were just changing their mind here? A. No, I think they, or rather Walker Morris, were attempting to define and put a number of detailed aspects here. This is obviously three times the size of the first Irwin Mitchell draft. Q. But what is striking is neither you nor Irwin Mitchell reply by saying: no, we are not having any of this; we have got a binding agreement. It's perfectly straightforward and clear. It works. We will stick with that, thanks. And if you'd believed it was binding, that's what would you have said, surely? A. No −−well, I mean, ultimately, we didn't accept any of the drafts produced by Walker Morris. I never accepted any of the drafts. Q. But never was it put on the basis that: we already have a one−page binding agreement. You were negotiating on different bases, I agree. You had your set of demands and they had their set of demands, and the two never meshed together. But your position was never put on the basis that: we can just drop all of this; we've got an agreement from December 1996? A. No, I think both parties did genuinely try and negotiate and draft a replacement agreement. The problem, I think, was that the preferred approach by myself and Irwin Mitchell was to utilise the tripartite agreement and amend various clauses. The White Rose/Walker Morris approach was to adopt a completely independent, freestanding agreement, which in my view, and particularly Irwin Mitchell, was far too onerous on me.”

“MR JUSTICE LEECH: Before we leave 641 and the terms of the agreement, are you saying to me that you considered this agreement to be onerous, too onerous, the −− A. Yes, I think if you look at the past history of our involvement, it did commence on the basis of two parties working together to promote and develop the site with a profit share. This is more akin to a sort of standard appointment of a professional; and I didn't think the intent of the parties was to have an agreement such as this. MR JUSTICE LEECH: Just look at "Positive Obligations of NJC" on page 641. Look at sort of 4.2, for instance: "NJC shall devote such time as is necessary for the proper execution of the Consultancy Services." And then you're required to keep records, attend meetings, and then exercise reasonable skill and care. I mean, did you consider those obligations to be too onerous? A. Well, on other −−well, on all other agreements I've entered into with developers of similar magnitude and schemes of a similar size, I have never been asked to agree anything like this. It's far more straightforward. I mean, certainly keeping detailed records is not something I do as a matter of course. MR JUSTICE LEECH: Well, look at 4.4, because you were going to be −−first of all, you were going to be given some quite important confidential information. A. Yes. MR JUSTICE LEECH: You had introduced these three parties together. They were seeking to develop this land and then sell it on. To me, it doesn't seem surprising that WRDE should be looking for quite detailed terms in relation to the confidentiality, and also seeking to impose an obligation of loyalty on you, saying: you can't compete with us and you've got to be −−you know, you can't place yourself in a position of conflict. It doesn't seem to me to be unreasonable. A. Yes, in that sense it's not unreasonable, but it's not my experience of other situations I have reached with other developers on similar schemes. You know, I have never been asked to do this. I think there's been a sense of goodwill between the parties that we would work together jointly to achieve the same objectives. So I think it's my personal experience, never having signed one of these agreements. And the advice of Irwin Mitchell: ultimately, you know, this is not in your best interests to do so. MR BANNER: In relation to his Lordship's first question, you said this is −−this document is more akin to a standard appointment of a professional. But isn't that what you're doing? You were going to be a development consultant and you were going to be doing project management. Those are professional roles. A. Yes, but the work that I've done tends to be in land promotion work; and as I say, I have never been asked to enter into an agreement like this. Q. Right, but you were going to −−you were putting yourself up for a role that demanded a professional standard. It's hardly surprising that White Rose would expect a professional standard to be imposed upon you in a contract, is it? A. Well, I can only repeat, that's not my personal experience on similar projects, and I have never been asked to do it before; and my lawyers advised me against entering into an agreement like this.”

“I think the time has now come for us to sit down together with the solicitors and finalise the document as quickly as possible.”

“1. Our client would wish there to be separate Agreements dealing respectively with his appointment as a Consultant and payment of the profit share. Whilst many of the clauses are appropriate to a Consultancy arrangement, a number eg Termination (clause 12), Suspension (clause 13), Assignment (clause 14) would not be appropriate to the agreement reached with regard to payment of the profit share. 1. Separate Agreements are not necessary and would complicate matters unduly. The draft Agreement deals with all issues perfectly adequately. 2. Clause 8 envisages one payment only (the Fee) will be paid at the Calculation Date. We understand that the agreement reached was that our client would also be entitled to interim payment as and when parts of the site are sold and/or Units let similar to as provided for in the 1996 British Coal Agreement. 2. There was no agreement that your client would be entitled to interim payment. One payment will be made (if appropriate) to your client at the Calculation Date. 3. Receipts should be offset against Development Costs. 3. Our client is not agreeable to Receipts being offset against Development Costs. 4. The Agreement does not provide for any security to our client for payment of any sum that may be due. Under the terms of the 1996 British Coal Agreement protection is given by a restriction on the Registers of Title. 4. Your observation is quite correct. 5. In the definition of Calculation Date the wording of (b) should be deleted as it negates the effect of the proviso to (c) which has been agreed between our respective clients. In other words the Agreement should be capable of going beyond 10 years from implementation of the planning permission. 5. The wording of the definition of Calculation Date has been amended to accommodate your client's concerns. It provides your client with the reassurance he sought. Our client is not prepared to amend the definition any further.”

“The Board noted that an ex-British Coal employee (Nigel Chambers) would be entitled to 10% of WRDE’s net profit from Skelton”

“but (for the avoidance of doubt) the Company may without such consent enter into an agreement with Nigel Joseph Chambers which provides for Mr Chambers to be entitled to 10% of any residual profit due to the Company under the 1996 Agreement on terms not materially different to the terms of agreement appearing at appendix 2 hereto.”

“The reference in the definition of Costs to the Chamberlain Agreement is simply a note that the parties have agreed to enter into or have entered into an agreement with a Mr Chamberlain who originally found the site. This needs to be reflected in the agreement.”

“Q. I want to know why you've told my Lord on a number of occasions, both in your witness statement and already this morning, that in your view, in your opinion, there was no agreement with Mr Chambers. And I want to know why you're telling your company's solicitor, Mr Gilbert, a partner, that there is an agreement? MR JUSTICE LEECH: Well, he's not saying that, is he? A. I'm not saying that. MR BLAKER: Either have agreed to enter into or have entered into an agreement. A. My Lord, if you look at the agreement, because I do recall reading the agreement after the event. It's referred to in my statement. If you look at the agreement, it says quite clearly that we may enter into an agreement. It's a permissive clause. And that, I think, reflects the truth at that time, that there was this understanding that hadn't been converted into an agreement, and hadn't been properly defined. But it had gone through a board process, seemingly four years previously. No agreement had been reached. In that shareholders' agreement, if my memory serves me correctly, and you will want to check it −−in that shareholders' agreement, it refers to the fact that we may enter into that agreement, which I think is talking about the future.”

“Chambers Agreement – intended to be signed off. EOL should have right to complete without recourse to Kelda provided not materially different from grant.”

“GG to provide copy”

“[Chamberlain Agreement?]”

“A. I understood from that that it was still undecided as to whether that agreement was to be signed or not. We may sign that agreement without further reference if it is in accordance with the terms of the report. That report was produced in 1996. We're here now in 2001, and there has been efforts to produce it and agree it. So my feeling has always been that we never reached agreement. And that, to some extent −−counsel will say to the contrary, I 'm sure. But that, to some extent, is borne out by the fact that it hasn't been signed, and it may be signed. It's not definite that it's going to be signed? And after five years, if it was going to be signed, I think I would be speaking to my board to say, "We are going to sign it now," or I would at least be saying to our joint venture partners, notwithstanding the fact that we were the leading company in terms of operational decisions, I would still be telling them that we are going to sign this now after five years.”

“With regard to the profit share arrangement, I am pleased to note that some progress appears to have been made on the definition of Calculation Date. Moreover, with the addition of the definition of Unsold Value, I am now a little more relaxed that we have a firmer ‘trigger’ for the payment of the Fee and a mechanism to calculate any portion of that Fee remaining “locked” in any land remaining undeveloped.” “Referring back to my letter of February last I did indicate that there are likely to be a number of concerns regarding the provision of Consultancy Services and I have not yet instructed Mike Bentley, the appropriate expert at Irwin Mitchell, to do any further work. To this end, I am strongly advised that 2 separate agreements should be entered into respectively for the profit share and consultancy aspects; a principle to which both our solicitors feel could be easily applied in this case. As I am sure you can appreciate, I want to ensure that we have a measure of agreement on the profit share and a workable draft prior to incurring significant costs. However, having read the latest draft I do not see much change from the previous document, which did cause concern on initial inspection to Mike Bentley. From my untutored eye, I still have some strong reservations with regard to the onerous nature of the Consultancy Services. As I have explained before I would be keen to take on board an agency role alongside GVA Grimley. I appreciate that this opportunity might be served by taking up a position with a Leeds based practice.”

“The basis of our agreement has always been that payment of the Fee relates to my input into the project from inception until development commences ie land is sold or unit development starts. As currently drafted, the assumption is that I work on the scheme until the Calculation Date. The clear intent of both parties being that my future role in the project would be considered when SBPL contemplates built development. The potential of an agency instruction was raised as one such future role.” “7. Non-Competition. If I do take up a position with a Leeds-based practice I am sure that they will question the imposition of this section of the agreement. For example, a 10 mile radius of the site takes in the whole of the Leeds area! Whilst I am no expert, the restriction might be seen as a restraint of trade. I cannot believe that you would expect me to jeopardise the Skelton project by working on a competing scheme in any event.” was raised as one such future role.”

“Mr Chambers, could you turn to bundle 1, page 346, please. Paragraph 71, when you get there. A. Yes. Q. Third line, do you see that? You say: "Geoff and I met again on 29 May 2001 and agreed that attempts to draft an agreement between solicitors were proving fruitless. Accordingly, we agreed to try and draw up a more straightforward letter of appointment." Why did you not simply agree to rely on the December 1996 fax? A. I think we were still trying to work together positively to get a replacement agreement. Q. Because White Rose wanted something −−because SBPL wanted something more than the 1996 fax? A. I don't think so. I think we were involved in a process here. It was no more than that. Not that we didn't have an agreement. Q. But what was the objective of the process? A. I think to find a more detailed long−form agreement. Q. Because White Rose wasn't content with what was in the fax? A. No, I dispute that. I think White Rose weren't content with the approach that Irwin Mitchell took, and I wasn't content with the approach Walker Morris took. That was why it became fruitless, because we looked at it differently.”

“Profit shares — the calculation of the share of profit due to the Coal Authority, Keyland and Nigel Chambers. It would be very helpful if Geoff could check that the calculations are a correct reflection of the agreement.”

“As requested I attach the schedule which sets out the profit share arrangement with Nigel. 1. His current involvement is as follows: - Resolution of rights of way, road diversions etc. to minimise ransom risk. This is tied in with the understanding with Keyland regarding delivery of any rights claimed by YWS etc. - LCC adoption of Coal Authority CPO land to avoid ransom - Transfer of Lake area to LCC, coupled with reservation of rights for services and transportation corridors. (The above matters are being progressed in conjunction with the Coal Authority) - Extinguishment of Npower/Innogy rights across the site - Representations to RSS, Yorkshire Forward/Ernst and Young study etc. in connection with the gaming legislation and associated liaison with Kerzner 2. Matters with which he is not at present, but could become, involved: - Resolution of the outstanding planning conditions relating to the detailed planning permission granted in January 2004 for engineering and infrastructure works. - Finalising the planning conditions and Section 106 agreement relating to the outline planning permission for the Business Park which, now that the HA conditions are agreed, we shall be pressing LCC to issue as soon as possible. - Liaison with LCC/HA/other landowners to achieve issue by HA of their TR110 consents for the three sites. HA will not issue them until the HA/LCC agreement regarding junction 45 and 46 improvements is completed and will not issue them piecemeal. - Representations to LCC when they consult on the draft Area Action Plan, which will inform preparation of the new Local Development Framework - Involvement with the other main landowners and LCC regarding the routing and provision of electricity and other main services. - The minor boundary reconciliation with the Coal Authority, following resolution of the CPO land transfer 3. Other matters not involving NJC include: - Finalisation of ELLR negotiations with LCC and YF and associated documentation. This requires close liaison with Keyland and Lord Halifax/AMEC. - MSA/Swayfields - outside the scope of the agreement with NJC. - Liaison with and quarterly reporting to Keyland and the Coal Authority. - Liaison with LCC Aire Valley team Management/VP of agricultural tenancy with Matthew Smaling) - Appraisals/Cash Flows Please let me know if you require anything more before you see Nigel.”

“Q. I think this is referred to in your pleading as a "near contemporaneous note". What does that mean? A. It means I typed this note up either on the day or the day after. Q. From what? A. From handwritten notes. Q. Where are the handwritten notes? A. I haven't retained the handwritten notes. Q. Okay. Why did you type this note up? A. Well, this was −−I think the situation, John Bell was a very particular individual; and my discussions with Geoff were: make sure you have everything copper−bottomed, as it were, with John. Q. Okay. A. Takes notes. He's an ex−solicitor, a company director. It makes sense to properly document what he said. Q. Very sensible. A. Yes. Q. Did you send this note to Mr Bell after the meeting and ask him to agree it as a note of the meeting? A. No.”

“Further to our meeting back in May my solicitors have now prepared a simple Consultancy Agreement to formally document the basis of my profit share entitlement which we agreed some years ago. I enclose the initial rough draft for your consideration. In order to keep the document as simple as possible the suggestion is that we utilise the original tri-partite agreement between British Coal, Yorkshire Water Estates and White Rose Development Enterprises (and any amendments that might be required as a result of the transfer to Skelton Business Park Ltd). Accordingly, I propose to incorporate a number of the key clauses in the tri-partite agreement and transfer these into the Consultancy Agreement itself. Following on from a number of discussions with Geoff over the years, the draft agreement proposes an extension to the 2011 timeframe within the tri-partite agreement. I understand that it might be beneficial to Skelton Business Park Ltd to extend this timeframe in order, amongst other things, to avoid making 2 substantial capital payments on the same date and thereby improving the overall cash flow of the project. I trust that the enclosed draft is broadly acceptable and I await your thoughts in this regard. Clearly there are a number of issues which are not fully covered in the draft but I am keen to start the ball rolling. I was pleased to hear at our meeting that you are prepared to consider some form of additional, ongoing, development and project management role once we have secured the business park consent and tidied up a number of legal issues. In the medium term, I was also encouraged that this role might also be extended to incorporate an agency instruction at the appropriate time.”

“I think we need to chat through what you have in mind and why we need to change existing arrangements.”

“Accordingly, both parties confirmed that the terms from December 1996 should stand as the agreement between the parties.”

“Q. Yes, okay. So if we go back to "accordingly both parties confirm that the terms from December 1996 should stand as the agreement between the parties", that's not a direct quote. It's not in quotation marks, is it? It's your paraphrase. A. No, that is what John and I agreed that we would do. We'll stand by our agreement. Q. That isn't my question. It's not a direct quote? A. No, it's not a direct quote. Q. It's your −− A. As a note of the meeting, that's what both parties agreed. Q. It's your summary, isn't it? A. It's a summary of what we agreed jointly. Q. Isn't it fairer to say that both parties agreed that they would stand by the terms of the December 1996 fax, whatever that might mean, essentially kicking the can down the road? If there were problems in it, you would try and sort them out later? A. Yes, I think both −−because we'd spent all this time trying to draft an agreement that we could both rely upon, it was better to accept a small degree of ambiguity on the agreement which we already had, that being how do you define built development profits separately from land profits. I mean, obviously, as the schemes developed, there hasn't been a built development scenario by your client. So the profits are easy to calculate. Q. Isn't the tenor of the paragraph that begins "JB went on to assure NJC that SBPL would 'look after my interests in the scheme' and that I would 'do very well'" an assurance to you that you would be looked after, not that a binding agreement was in place and would govern the relationship between the parties? A. No, I think this was comfort that John Bell, on behalf of the joint venture company, would honour the agreement which we reached and concluded in December 1996. Q. I suggest to you, Mr Chambers, that what really happened in this meeting is that SBPL indicated to you that it would treat you okay if everything went according to plan, but there was no suggestion of a binding agreement governing the relationship between the parties from this point onwards? A. No, I disagree.”

“MR BLAKER: Now, let's try and have a look −−let's go firstly to what you say at 79.1: "This note [you've seen the note, and you say] partly reflects my recollection ... " So let 's have a look at which bits of Mr Chambers' notes you accept and which bits you don't accept. So at 79.1, you say: "As I have said, I remember being disappointed at what Nigel had sent me with his ... July ... letter as I thought it simply didn't reflect what we had briefly discussed in the May meeting, as I recalled it. I also remember explaining why I couldn't recommend his proposal to the board or even present the draft for consideration." So let 's just have a look at 1147. Keep that open and look −−turn our eyes to that. A. 1147? Q. Yes. Let's look at that first paragraph, to see if it matches: "[John Bell] informed [Nigel Chambers] that he was not happy with the draft Consultancy Agreement, prepared by [Nigel Chambers'] solicitors, and was not prepared to put it forward, even in principle." So you are comfortable with that, that that is an accurate reflection of what was said? A. Could you say it again? MR JUSTICE LEECH: Just read the first sentence. MR BLAKER: Just read it, the first sentence. MR JUSTICE LEECH: Take your time, Mr Bell. MR BLAKER: "[John Bell] informed [Nigel Chambers] ..." That bit. Just the first sentence, up to the word "principle". A. Yes, I remember saying that. Q. You were comfortable with that. That was said. Right, let 's go on to the next sentence: "He said that he was 'slightly offended' with the tack taken by the draft which he felt 'went far beyond the existing arrangements'." Does that accord with what was said? A. I think −−I think that −−rather than say "offended", you could say I was disappointed. Q. Okay. But does the tenor of that sentence accord with your memory of the meeting? A. Yes. By "existing arrangements", you understand −− Q. We'll −−we are not going to argue about words at the moment, okay? I haven't asked the question, Mr Bell. So then you go on −−Mr Chambers says: "For example he didn't like the request to register my interest on the title and the demand for approval prior to any lease or sale ." Was that said? A. I have a feeling it was said, but it wasn't said in the same way. Q. Well, how was it said? If it was said, how did you say it? A. I started off , I think, by saying that I was disappointed because it didn't reflect the conversation a propos the possibility of creating a traditional consultancy agreement. That was my major disappointment. And I possibly added, as an example of why agreements like that −−provisions like that couldn't feature in our relationship, the idea that we would have to seek consent from him to actually do certain things with the property, and so on and so forth. That's not a traditional consultancy agreement. It's just not. It's really a repetition of the 10% profit share. So that's why I was disappointed. And I was also disappointed because −−it's coming back to me −−I did say to him three or four pages, and he wrote to me and said three or four pages. But when you actually analysed the three or four pages, it quoted clauses 9, 10, 11, 12, 13, 14 of the British Coal agreement. So if you fleshed those out and put them in the agreement. And then it said something along the lines of role , "to be completed". And if you had actually put the agreement in, all the bits and pieces he was referring to and all the bits and pieces that needed to be defined later on, it would have been a 15 to 20−page thing. Now, he either thought I was a fool and wouldn't notice that, or it was me over−reacting to it. But I was disappointed, not offended.”

“It just doesn't bear any relationship to the discussion I recall.”

“A. What I was possibly conveying was the fact that people who work for Evans work for us for a very long time. We create relationships, for example with contractors. We don't go out to tender. We negotiate most of our tenders, and we had favourite surveyors and so on and so forth. And what I was saying to Nigel was: look, I know you're disappointed with where you are. Put that behind us. Start afresh. Know what we're doing, what you're doing for us and what we'll do for you. We'll extend your role, so that you can get more fees, and you will not −−and we will look after you. I can imagine myself saying that. But not in the context there −−that's being used. MR BLAKER: What about: "He went further to point out that as I got to know the company better I would become more comfortable with them." A. That's right, and that's more or less what I just said.”

“"Accordingly, both parties confirmed that the terms from December 1996 should stand as the agreement between the parties." Was that said? I'm at the final sentence of that paragraph, and I want to know whether you said: "Accordingly, both parties confirmed that the terms from December 1996 should stand as the agreement between the parties." I want to know whether that was said or not. A. I don't believe it was said, no. In fact, I know it wouldn't have been said. Q. You know it wasn't said. Let's just have a look at what you say at 376. So turn your eyes and go to 376, please. 79.5, the top of page 376, you say: "It's possible I gave Nigel the option of sticking to the existing arrangements ..." What do you mean by that? MR BANNER: Sorry, can you take the witness to the preceding subparagraph, where he actually deals with that sentence. MR BLAKER: In 79.4, you say you don't recall agreeing the terms that the 1996 fax should stand, and you've already told my Lord that. Then at 79.5, you say: "It's possible I gave Nigel the option of sticking to the existing arrangements ..." A. Yes. Q. And I just want to know what you mean, because you then say: " ... in my view Nigel had two options. He could either stay in his existing ambiguous and uncertain situation or he could try and achieve certainty as to the scope of his role and how he would be paid through agreeing a more traditional consultancy agreement." I want to know what you actually said to him, what you mean by, "It's possible I gave [him] the option of sticking to the existing arrangements". What do you mean by that? A. The "existing arrangements", as I have defined them, my Lord, to Nigel, and as I reconciled them to myself, was that he had been doing some work, he needed paying for them, we could do it by invoices and agreement, or we could do it by quantum meruit. That's what I believed to have been −−would be the case if ever we came to a dispute. That's what I called the "existing arrangements". What I was trying to say to him was that −−well, what I may have said to him, because I can't remember saying it, but what I may have said to him is: look, Nigel, it's for your benefit as well. It's good for to you have clarity, it's good for you to know where you stand. If we don't agree, then we are going to go with the existing arrangements, which involves dispute and quantum meruit or agreement. I was trying to encourage him to come to agreement.”

“Q. That's what it says. They are your words, Mr Bell. This is your opportunity to explain why you've written those words. A. I don't believe Nigel believed that to be the case, and I certainly didn't believe it to be the case, even though I wrote it down myself. If you recall, Nigel was still trying to negotiate this existing agreement, as you call it, a year or two after this −−this event. Q. Then you say: "I could not see any rush now for Evans agreeing to any changes ..." So "changes", in order to change something, there's got to be something there in the first place in order to change it, hasn't there? A. Yes. Q. Right. So what −− A. This isn't convincing, but before, when I was using "existing arrangements", I knew exactly what I had in mind, because I had explained it to Nigel and I knew what I meant when I said the words. Q. Here, you're talking about an "existing agreement", and so you're saying you couldn't see any rush for Evans agreeing to any changes; and you mean there changes to the existing agreement; yes or no? A. Notwithstanding that −−yes or no what? Q. Do you mean there changes to the existing agreement? What do you mean by that when you say "agreeing to any changes"? A. I don't know. Q. You don't know? A. It's −−the only thing I can think about, and it's probably a post hoc rationalisation, is that I 'm using "existing agreement" in the same context as I was using "existing arrangement". But I would also add that neither Nigel nor I believed that there was an existing agreement. Nigel's behaviour would give more testimony to that, and so did mine. Q. " ... so I turned him down." You say you turned him down. You said, "No, no changes". Now, I'm going to suggest to you −−and this is your opportunity to clear this up before my Lord now −−that this paragraph entirely encapsulates Mr Chambers' account that he, in a very neat few lines, he says "Come, I want to change things", you say, "No, let's leave it as it is, we stick to the existing arrangement −−the existing agreement". A. I can't blame counsel for coming to that position. All I can say to you is I did not mean what that appears to say. I probably wrote the letter very quickly, and off it went. Nothing else in my behaviour is at odds with what I believe.”

“27. From 1999 until November 2001, I worked closely with Geoff and the professional team to prepare and submit two planning applications; one for engineering works to prepare the Skelton Project for development and the second an outline planning application forthe development of a business park. Prior to 1999 I recall that Geoff was assisted by Simon Bottomley from Evans and from about 1999 was assisted by Chris Best, also an Evans employee. 28. Throughout 2000 and 2001 WRDE or TDL managed the preparation of the two planning applications and other related masterplan, planning brief and technical work by regular project team meetings. I attended 17 meetings during this period. Outside of these meetings, I also made specific contributions to the Skelton Project to ready the site for the planning applications. Attached as p734-741 is a copy of a letter from Leeds City Council dated 4 September 2000 and my observations in a detailed letter to WRDE’s planning consultant dated 26 September 2000, regarding a draft planning brief. Attached as p847-852 are copies of a letter to TDL from the planning consultant dated 9 March 2001 and my observations in a fax dated 16 March 2001 to Geoff’s assistant, Chris Best, in regard to the strategic planning application strategy for the Skelton Project. 29. Following the submission of the two planning applications, I was also involved in monitoring their progress and liaising with both the professional team and officers at Leeds City Council. The engineering application was approved by Leeds City Council in January 2002 and the business park application was approved in April 2006. During this period, Geoff remained my principal point of contact and I continued to work closely with him as we spearheaded and controlled the progress of the two planning applications. Chris Best remained involved, assisting Geoff but, unfortunately, he passed away in early 2004. From 2004 until Geoff left Evans in May 2005 I dealt solely with Geoff and I was not aware of any other person assisting him during this period.”

“31. Firstly, interest in the Skelton Project was expressed in mid-2000 from a company called Autex, who wished to set up a number of car exhibition, sales and display operations throughout the UK. I provided support and assistance to Geoff during the negotiations with Autex which included attending a number of meetings with the Autex team. 32. Secondly, in the summer of 2001, Leeds United selected the Skelton site as a preferred location for a new 60,000 capacity stadium and supporting retail and commercial development. Both of these interests came through WRDE or TDL and were handled mainly by Geoff. I was, however, involved in the proposal, providing assistance to Geoff as and when he required it. 33. Thirdly, in June 2003, on behalf of TDL, with Geoff’s prior approval I introduced the Skelton Project to Kerzner International, a major international casino operator who I knew well. Attached as p947-948 is a copy of my letter to Mark Comley of Kerzner International dated 18 June 2003 in which I introduced Kerzner to the Skelton Project on behalf of TDL for whom I was acting. Kerzner International expressed strong interest in the Skelton Project and from this point I became heavily involved in the promotion of a regional casino at Skelton. 34. From 2003 onwards, I also worked closely with Geoff on a number of issues in respect of the Skelton Project. These issues included me directing representations into the Yorkshire & Humber Regional Spatial Strategy (“RSS”), principally promoting the Skelton Project and Leeds for a regional casino development. From October 2004, I was asked by TDL to help resolve complex rights of way issues across the site and the transfer of Skelton Lake under a historic Section 52 Agreement. 35. For a short time between April and July 2005, I was also included in part of the team which attempted to resolve a dispute with Innogy Plc regarding a land boundary problem, a diverted highway and rights appertaining to a historic pulverised fuel ash pipeline.”

“Among the Skelton matters being dealt with by Nigel Chambers are: (1) the private rights of way on Knowsthorpe Lane (which we need to divert in order to construct the main site access from the motorway junction). The extent of these is being investigated but we know that YWS/Keyland have such rights and possibly also Innogy (Thames Water). (2) the Innogy rights of way across the Skelton site which need to be extinguished. In recent weeks Bill Lawson has also become involved. At the rugby on Saturday Bill made a point of having a word to confirm that Keyland are happy to provide whatever assistance they can. However, in order to do so effectively, they firstly need to make further progress matters with other parties. Bill is negotiating the transfer of further land from YWS to Keyland which, when completed, will enable Keyland to progress their part of item (1). He believes it will complicate matters if we try to deal with this item while YWS are still involved. Keyland are negotiating with Thames Water regarding their adjoining land interests. Although they find them difficult to deal with, Bill believes that variation of any rights which could prejudice the diversion of Knowsthorpe Lane, and the extinguishment of the rights of way across the Skelton site, could be incorporated in their intended deal with Thames. Both of these items have cost implications (as yet unquantified), including the potential for ransom claims. As Keyland could well be instrumental in helping to resolve these matters I thought you should be made aware of the current situation, in case it might affect our stance in relation to Team Valley.”

“As I explained during our discussion I have been working on this site for almost 10 years now, acting for a company called White Rose Development Enterprises, which is a 50:50 JV between Evans of Leeds Ltd and Kelda plc (Yorkshire Water). The company owns the site which totals 330 acres, 180 acres of which is allocated as a prestige business park in the adopted UDP.” “I would suggest that once you have considered this opportunity it would be a good idea for the Kerzner team to meet with my contacts at the JV company to explore your interest further. The development timescales on this one are similar to the gaming reform process!”

“Kerzner International believe that the UK will see its casino industry develop more like Australia and South Africa where the new style casinos are situated within major conurbations (Leeds being one) and form part of a new leisure and entertainment destination within the city. Each development would be anchored by a casino of 75-100,000 sq ft and a high quality 4/5 hotel, together with a range of leisure (health spa, cinema, music/comedy club, tableside dancing etc), complementary retail and a wide and diverse range of bars and restaurants. In order to procure the support of the local authority Kerzner International are keen to establish what the political priorities for the city are and tie these in with development of the Destination Casino. With regard to Leeds, I can see advantages relating to infrastructure provision within the Lower Aire Valley and/or the development of a new arena! I am sure that my contacts at Kerzner International would like to meet with you to explore matters further. In this regard, perhaps we can discuss this the next time we speak.”

“As I mentioned during our recent telephone conversation, I am keen to try and work with the Kerzners on their UK development programme and have already spent some time on a project north of the border. In addition, I am in the process of working up a number of sites elsewhere in the UK for Destination Casinos which I have earmarked for Kerzner International. It is clear that the Kerzners like to form strategic alliances with major developers to identify, procure and then jointly develop and own schemes. Moreover, I know from my discussions with Mark Comley that they are keen to work more closely with the Evans Group. Accordingly, I thought that I should approach you to see if you might want to look at a number of potential future casino-based opportunities with my practice, in addition to Skelton. I have in mind some form of initial retainer, plus fees and/or a profit share agreement as schemes are developed.”

“During the meeting last week we did touch briefly on my letter and submission of 19 September and I noted that you would try and speak with John Bell on his return from New York. In this respect, I will look forward to hearing from you shortly if the opportunity is of interest. However, as I pointed out, things are moving forward rapidly on the casino development front and I have already had to introduce a couple of schemes direct to the Kerzners. Accordingly, the sooner we can meet and explore matters further the better.”

“Discussed with JDB who is ‘lukewarm’. Suggests we tell Nigel that we need to understand more about the Casino business (hopefully through our dialogue with Kerzner) before considering a broader-based interest in Casino development. Nigel free to introduce opportunities elsewhere but not ruled out for future. Nigel informed.”

“A. I worked on more than the business park plan. I worked on the scheme from Autex, which was to occupy the reserved land; the car showroom complex; Leeds United wanted the bulk of the site; Kerzner International, who originally looked at the reserved land but incorporated more land; and the housing land. Q. None of those three commercial enterprises you mentioned were looking to put houses on this land, were they? A. The latter one was. Q. Kerzner, the casino outfit ? A. No, the housing proposal Q. No, the first three −−(overspeaking) −− A. −−from 2005 onwards. Q. The first three of the commercial ones. A. The commercial ones aren't housing. Q. Are not housing. A. They're not housing. Q. And Kerzner, you had a commission arrangement with Kerzner, did you? A. No, I was acting for your client, the defendant. Q. So when there are references in the documents to you having a conflict over Kerzner, what was that about? A. I was never aware of any conflict. That wasn't communicated to me, as I understand it. I wrote to Kerzner in June 2003. It's clear in that letter that I am acting for the Skelton Business Park joint venture. That's made clear, I think, in that letter. I think it's 19 June.”

“Further to our telephone conversation and as you requested, I attach the Heads of Terms for my Development Consultancy Agreement which Geoff drafted (strangely 10 years to the day: is that a coincidence?) As we have discussed before on a number of occasions, I would like to try and progress the agreement and also explore with John and yourself a potential future role in the scheme as outlined in the last paragraph of the Heads. I will also prepare a summary of Skelton Lake and the CPO Land as you outlined during our conversation.”

“I am working with Evans of Leeds on verifying some financial information relating to the Skelton Business Park site in Leeds with which you have had some involvement, in the past, as well as an ongoing interest. James Pitt at Evans has supplied your email address. I am seeking your postal address and I also wanted to check whether you have supplied services through Atlas Property Consultants as well as in your own name. This all relates to the period 1994 to 1996 up to the point that the Land agreement with the Coal Authority was completed. It is in connection with this agreement, which has now come to an end, that I am writing. Please do not hesitate to phone me if you would like any further clarification.”

“NJC position is acknowledged by the JV/Templegate – JP has flagged up my involvement & “piece of paper” so they are well aware of it. Has discussed paper with John Bell – he had hazy recollection but did agree to existence and my role but thought it was different than papers suggest.” “Good to speak with you earlier this week. I have noted that the current directors of Templegate Developments Ltd are now fully aware of our 1996 agreement as it has been raised at board meetings.”

“Unfortunately John wasn’t at the last two exec meetings so I couldn’t bring it up with him in person. Nevertheless, you will recall that when I looked in to this some time ago (and I went back through all the documents and correspondence) there was no evidence of any formal agreement with Templegate Developments Limited and neither were you able to supply such agreement. I’m not sure therefore what the AVL board or John should be considering further to when I tabled the matter with colleagues in February 2013 [sic]?”

“The Board of directors has asked me to write to you on its behalf following its last meeting on 30 March, when it was made aware of the role you claim to have performed in the Skelton scheme and the obligation you believe you are owed. It was also shown James Pitt's letter of 22 March 2016 sent to you on behalf of one of the Company's shareholder members. Following that letter, the Templegate Board has not yet been presented with any documentation to substantiate your position. However, it would be happy to consider your written evidence of a contractual arrangement should you wish to disclose this to us, as it pre-dates any current board member involvement or knowledge. Until such documentation is produced, the Board cannot progress this matter.”

“36. Following Geoff’s departure from TDL in May 2005, I worked closely with his successor, Iain Robertson (“Iain”). As a result of my accumulated and detailed knowledge of the Skelton Project, I took on increased responsibility for the Skelton Project and Iain relied on my input more heavily than Geoff. 37. Iain and I managed the progress of the project via a series of what I would call, progress meetings (the “Progress Meetings”). I have enclosed at p1506 a detailed list of the dates and the locations for each of the Progress Meetings which I attended over the period from 8 June 2005 to 25 May 2006. 38. I prepared an agenda of topics to be covered in each Progress Meeting. During each meeting Iain and I would discuss the progress of each topic and explore and agree what actions needed to be taken, which I would then go away and carry out. My understanding was that each meeting formed the basis of my instructions from TDL to undertake further work to advance the Skelton Project. By way of an example, I have enclosed at p1225-1227 a copy of the meeting agenda which I prepared for the Progress Meeting held on 25 May 2006, together with my own handwritten notes taken during the course of that meeting. 39. During the period of Iain’s overall stewardship of the Skelton Project I undertook a wide and diverse range of workstreams. This involved me in arranging and attending a number of meetings with outside parties and the consultancy team. At all times, Iain was fully aware of my actions and, either verbally or in writing, I would be instructed by him to act on behalf of TDL. I have enclosed at p1508-1510 a list with dates of the meetings held between 16 May 2005 and 23 June 2006 which I attended on behalf of TDL, setting out the date, time and location of each; together with the topic area discussed and the attendees who were present. 40. One of the key roles which I performed whilst Iain was controlling the Skelton Project on behalf of TDL was to promote it as a potential location for a regional casino. I was instructed by Iain to take a leading role in making representations to the Casino Advisory Panel, the RSS and discussions with Leeds City Council. By way of example, I have enclosed at p1206-1209 an email trail ending on 22 March 2006 which demonstrates the format of how the work was undertaken in pursuit of a regional casino and how Iain instructed and monitored my input in respect of this. The highlighted section identifies a specific written instruction given by Iain to me to liaise with a member of the consultancy team to collate information for onward transmission to Leeds City Council. 41. I was also instructed by Iain to resolve complex rights of way issues across the Skelton Project and the transfer of Skelton Lake under a historic Section 52 Agreement. Between February and May 2006 I also assisted Iain to conclude an agreement relating to the East Leeds Link Road. We also worked together to finalise and agree with Leeds City Council a number of planning conditions on the business park planning application which was finally approved in April 2006. 42. The tasks outlined above were of fundamental importance to the future of the Skelton Project and helped to secure formal approvals for a Section 106 Agreement, a funding contribution arrangement towards the East Leeds Link Road and a completed Decision Notice for the business park scheme. In addition, substantive progress was made towards the resolution of the legal and technical development constraints affecting the Skelton Project. 43. Another key task which I performed from June 2005 onwards, under instruction from Iain, related to the wider regeneration of the Aire Valley, where the Skelton Project is located. To this end, I was asked by Iain to represent TDL at an investor forum set up by Leeds City Council (Aire Valley Regeneration Initiative) whose aim was to promote and attract investment into the area. The early workshop sessions of the forum looked at potential options to develop housing; all of which did not propose consideration of the Skelton Project. 44. During this investor forum process, and at my own instigation, I recommended to Iain that TDL make representations to the forum, in particular a “Housing Market Assessment” report which they had commissioned, that the Skelton Project be considered for major housing development. Thereafter, I drafted the representation on Iain’s behalf. I recall this was the first time that housing use had been formally promoted for the Skelton Project by anyone, either from TDL, or the consultancy team. I have enclosed at p1109 email correspondence between Iain and myself dated 27 June 2005. The highlighted section of the email exchange (which I highlighted) shows direct instructions from Iain requesting that I draft a letter, on behalf of TDL, to set out why the Skelton Project should be actively considered for housing purposes. Following Iain’s instruction, I prepared the draft letter and sent this to him by email on 28 June 2005 to which he responded on 29 June that he would print out the letter on Skelton letterhead and forward to the Aire Valley team. Attached as p1110-1113 is a copy of the draft letter and the email exchange between Iain and myself. 45. After Iain had submitted the letter to the Aire Valley forum and with his authority, I proposed and then drafted a set of detailed proposed amendments to the Housing Market Assessment report in July 2005 in order to promote a significant housing component within the Skelton Project. Attached as p1132-1137 is a copy of my proposed amendments to the report in red, together with my accompanying letter of 27 July 2005 to Iain’s PA, Bev Sylvester. At this time, we were suggesting that the Skelton Project could accommodate around 800 new homes as part of a mixed-use scheme. 46. Towards the latter end of Iain’s stewardship of the Skelton Project, Leeds City Council began a review of the adopted UDP and its eventual replacement with the Leeds Local Development Framework Plan (the “LDF”). This included the Aire Valley Action Area Plan (the “AVAAP”), commencing with an Options & Consultation draft in April 2006. At this time, I was instrumental, alongside Iain and the consultancy team, in formulating and submitting the representation into the first stage of the AVAAP. This was principally to promote a significant housing component as part of a wider mixed-use scheme. This followed on from the foundations which Iain and I had laid earlier with the Aire Valley forum and our representations to its Housing Market Assessment report. 47. During my last Progress Meeting with Iain on 25 May 2006 he informed me that his colleague, David Helliwell (“David”), would start to take over responsibility in respect of the Skelton Project, although Iain would deal with any aspects which were particularly well advanced or nearing completion. From that point onwards, I mainly dealt with David and took instruction from him. 48. Initially, David and I conducted similar meetings as to the Progress Meetings I used to have with Iain. I have enclosed at p1507 a breakdown of the dates, times and locations for all the Progress Meetings which were attended by David and myself from 12 July 2006 until 8 March 2007. 49. I was instructed on a number of occasions by David to provide him with detailed, technical information about aspects of the Skelton Project. By way of example, I have enclosed at p1294 an email trail dated 6 December 2006 relating to the transfer of Skelton Lake and CPO land effecting the Skelton Project, together with an accompanying detailed briefing note, prepared jointly by myself and Walker Morris LLP (“Walker Morris”) (TDL’s solicitors at the time) outlining the current situation on both matters. The highlighted section of the email from David to me sets out a clear instruction for me to produce the joint briefing note with regard to both matters. 50. In addition to the above, I continued to play an active role, reporting to David, in our attempts to resolve a number of other technical Skelton Project constraints, including a series of complex public rights of way. By way of illustration, I have enclosed at p1284 a letter from David, addressed to me, which contains clear and specific instructions for me to obtain the agreement of the Coal Authority to instruct TDL’s solicitors to protect their interests with regard to these public rights of way. 51. During David’s stewardship of the Skelton Project, a significant number of outside meetings were arranged, either by David/his PA, or me, in order that the interests of TDL could be advanced. To this end, I have enclosed at p1511-1512 a list of the meetings, held between 23 June 2006 and 16 October 2007, which I attended on behalf of TDL, setting out the date, time and location of each; together with the topic area discussed and the attendees who were present.” “54. With the full approval and under direct instruction of David, I was asked to represent the interests of TDL at a number of seminars and workshops. Between July and September 2006, I attended a number of events set up by METRO, the transport body for West Yorkshire, regarding potential future improvements to public transport connectivity in the Aire Valley. Similarly, I formally represented TDL at events held by the Aire Valley Investors Forum, the body which replaced the earlier Aire Valley Regeneration Initiative. 55. At the end of 2007, responsibility for the Skelton Project was handed to Ian Gray (“Ian”). I briefed Ian on a number of occasions on progress of the Skelton Project and the planning processes in particular. To this end, work was undertaken with our planning consultants, Barton Wilmore to promote further housing uses on the pulverised fuel ash lagoons, in accordance with the Farrells Masterplan Vision, including a written representation into the RSS Update (attached as p1331-1333). In February 2009 the Farrells Masterplan Vision was formally presented to representatives of Leeds City Council, Yorkshire Forward and the Homes & Community Agency. I have attached as Exhibit NC01 p45-46 plan extracts from this Masterplan Vision which shows the proposed full extent of the Skelton Project.”

“80. On the instructions of John Bell, I was asked to take on a more extensive role in the Skelton Project from the summer of 2005 onwards, under the overall stewardship of Iain Robertson, then David Helliwell and finally Ian Gray. I accepted John’s instruction and thereafter it is my belief that I continued to fulfill the obligations of our Agreement. At all times I liaised closely with Iain, David and Ian and took direct instructions from them to undertake my tasks. 81. In this approximately three and a half year period, I played a major role in progressing the Skelton Project. Firstly, I continued to spearhead and promote the regional casino scheme with TDL, Kerzner International and the project team. Secondly, I attended meetings of the Aire Valley Forum and provided Iain Robertson with draft representations and proposed amendments to its Housing Market Assessment report to promote significant housing uses within the Skelton Project. Thirdly, I became heavily involved in the Leeds LDF process to promote further housing uses at Skelton. Fourthly, I was instructed by TDL to resolve a number of technical constraints affecting the scheme, including, for example, boundary resolutions, public rights of way and the transfer of Skelton Lake. Finally, I became involved in the Farrells master plan process and RSS to promote further housing land by attempting to remove from the Green Belt and secure a housing allocation on the pulverised fuel ash lagoons in the southern sector of the Skelton Project.”

“Q. But you weren't given tasks by SBPL after that date, were you? A. I was given one task in 2012. Q. One, right. But otherwise you remained interested in the site, but you weren't working for SBPL in the same way you had been working for White Rose? A. Yes, I −−on −−I think I had, regarding James Pitt, something like 69 contacts with him, be it telephone, email, over that period from 2009 to 2015. That's about 10 per annum. Q. Okay. A. I spent 108 hours doing work. I made several requests or offers of help and assistance to James to get involved in the project, but he didn't take that up. I don't think that is that unusual. What I've tended to find in my experience, once a scheme gains traction, there's seen to be a scheme evolving, then the directors tend to take more control of the project, and the longer it goes on, the less involvement you have. MR JUSTICE LEECH: Can you just summarise for me the single task you say you had after 2012. A. Yes. MR JUSTICE LEECH: Maybe it's dealt with in your witness statement. A. Yes. I was specifically asked by Charles Clement, the finance director of Yorkshire Water, to supply any information that I had on invoices in the sort of 1994−1996 period. I think this was part of the claim, the Lands Tribunal claim that the defendant had with the Coal Authority on the buy−out overage in 2011. So they were quite keen to get my input into that. MR BANNER: Is this the email exchange that's at 1339 in bundle 3? A. Yes. Yes. Q. Mr Clement asks you for details of the services you'd supplied throughout this property consultancy and what you'd supplied in your own name, 1994−1996, and you reply at the top of 1339 saying: "I [forwarded] some information details by post last week ..." And we see that −−I'm not sure whether those are the same details or what Mr Clement has drawn up off the back of that −−is at 1338. A. Yes.”

“MR JUSTICE LEECH: This time, there's an outline planning permission for a business park on the same site. So how are they putting forward a plan when the owners at least are proposing to build a business park on there? A. Yes, well, I think this is the point at which the scheme at Skelton starts to change from business park to housing−based; mixed use development starts to come into the development. For example, the reserve land could accommodate housing or the business park could change. MR BANNER: This −− A. It could become smaller. Q. This is a proposal. This isn't an allocation? A. No. Q. As you said earlier , this is part of the process of the allocation? A. Yes. Q. The allocation process takes years and years? A. Yes. Q. So this is −−well, what? It's just −− A. This is the important initial stages. Q. Well, important in retrospect. But this is −−at this time, when there was planning permission for a business park that the landowner was proposing to build, this is nothing. A. Yes. Well, I think by 2007, we realised that the business park wouldn't progress, and this is why we were looking at alternative uses to business park, particularly housing. I mean, this came two years after Iain and I approached Aire Valley Leeds, to consider the site for housing. Q. So this is an idea? A. Well, I think it's more −−it's part of a planning process that Leeds City Council undertook. Q. How do you −−where do you get the date of 2007 for this? A. From the hard copy document. Q. Yes, where is that? A. Well, I have −−it is a publicly available document. Q. Okay. If we go to 1400, page 1400 −− MR JUSTICE LEECH: I can understand, Mr Chambers, why you would want to push the idea of converting −−moving from a business park to housing as far back as possible. I can understand why that supports your case. But you are not suggesting that you were actually working on this in 2007, were you? A. Well, I was working on bringing housing uses forward from 2005 onwards. MR JUSTICE LEECH: I see.”

“Residential – Aire Valley Housing Market Assessment”

“I want to ask you, were you personally aware that, as far back as 2005, Mr Robertson was working on trying to unlock the potential of residential use for this land? MR JUSTICE LEECH: Mr Chambers. MR BLAKER: No, Mr Robertson actually. MR BLAKER: Sorry, because I'm going to come to −− Mr Robertson. MR JUSTICE LEECH: I beg your pardon. MR BLAKER: −−was working on that. A. Yes. Q. You were? A. I wasn't aware of it, but it makes sense. Q. Right. And that carried on throughout Mr Robertson's time working on the project when he was working for Evans and then his role is taken over by Mr Gray; is that correct? A. What happens in these situations, my Lord, is that you put together a team. The team will have environmentalists. They will have traffic engineers. They will have surveyors. They will have a whole host of different planning consultants and so on, and at any given time there might be 20 people in a room, all working towards a common objective, which is to get planning consent for housing. Reports will be produced this thick, and it will cost millions. So the notion that because somebody writes a wee letter, that they are actually taking the prominent role, I think, is misplaced. This is a massive team effort, at the end of which there is a huge amount of documentation and a lot of money has been spent. Now, I don't know whether Nigel was involved in that team effort. I don't believe he was. I don't know if he was or not. If he was, then he should be remunerated for it. But he certainly couldn't lead it, and to my recollection, which is faint, I don't think he was involved in it. So writing that letter and suggesting that he somehow managed to get a change in use towards housing is misleading. It's a huge effort.”

“The general principles to be applied in deciding the issue in this case are not, I think, open to much doubt. The Court’s task is to review what the parties said and did and from that material to infer whether the parties’ objective intentions as expressed to each other were to enter into a mutually binding contract. The Court is not of course concerned with what the parties may have subjectively intended.” “It is furthermore clear that where exchanges between parties have continued over a period the Court must consider all of these exchanges in context and not seize upon one episode in isolation in order to conclude that a contract has been made. There will be some cases where continued negotiations after a contract has allegedly been made will lead to the inference that the parties never in truth intended to bind themselves, as in Hussey v Horne-Payne (1879) LR 4 App Cas 311. This will be the more obviously so where a term raised by one or other party early in the negotiations had not been the subject of agreement at the time of the alleged contract.” “Where the parties have not reached agreement on terms which they regard as essential to a binding agreement, it naturally follows that there can be no binding agreement until they do agree on those terms: see Rossiter v Miller (1878) 3 App Cas 1124 at p.1151 per Lord Blackburn. But just as it is open to parties by their words and conduct to make clear that they do not intend to be bound until certain terms are agreed even if those terms (objectively viewed) are of relatively minor significance, the converse is also true. The parties may by their words and conduct make it clear that they do intend to be bound, even though there are other terms yet to be agreed, even terms which may often or usually be agreed before a binding contract is made.” “The parties are to be regarded as masters of their contractual fate. It is their intentions which matter and to which the Court must strive to give effect…I think, furthermore, that the Court must bear constantly in mind the subject matter with which it is dealing. The relevant principles of the law of contract are, no doubt, of universal application but the proper inference to draw may differ widely according to the facts of the particular case. One case may concern a protracted negotiation, perhaps conducted in writing through lawyers between parties who have no dealings of any kind before. Another may concern a series of quick-fire exchanges between professionals, both of them practitioners of the same trade, both having had many previous dealings, and with a wide measure of common experience, knowledge, language and understanding between them. One could not sensibly approach these cases in the same way. Inferences which it would be appropriate to draw in one case might be quite inappropriate in the other. But the Court’s task remains essentially the same: to discern and give effect to the objective intentions of the parties.”

“5. The legal principles applicable were not substantially in dispute. In Smit Salvage BV v Luster Maritime SA (The Ever Given) [2024] EWCA Civ 260 [2024] 2 All E.R. (Comm) 504 [2024] 2 Lloyd's Rep. 86, Males LJ said: “18. The principles to be applied in deciding whether parties have concluded a legally binding contract even though they recognise that some matters are still to be agreed are well established and were not disputed. The leading cases are RTS Flexible Systems Ltd v Molkerei Alois Mueller GmbH & Co KG [2010] UKSC 14, [2010] 1 WLR 753, Pagnan SpA v Feed Products Ltd [1987] 2 Lloyd’s Rep 601, and Global Asset Capital Inc v Aabar Block Sarl [2017] EWCA Civ 37, [2017] 4 WLR 163. “18. The principles to be applied in deciding whether parties have concluded a legally binding contract even though they recognise that some matters are still to be agreed are well established and were not disputed. The leading cases are RTS Flexible Systems Ltd v Molkerei Alois Mueller GmbH & Co KG [2010] UKSC 14, [2010] 1 WLR 753, Pagnan SpA v Feed Products Ltd [1987] 2 Lloyd’s Rep 601, and Global Asset Capital Inc v Aabar Block Sarl [2017] EWCA Civ 37, [2017] 4 WLR 163. 19. In summary, it is well established that the whole course of the parties’ negotiations must be considered; that it is possible for parties to conclude a binding contract even though it is understood or agreed that a formal document will follow which may include terms which have not yet been agreed; that whether this is what the parties intend to do must be determined by an objective appraisal of their words and conduct; and that the burden lies on the party asserting that such a contract has been concluded to establish that it has. 20. There are well-known formulae which can be used to make clear that parties have not yet reached the stage of a binding contract, such as ‘subject to contract’ or, in a maritime context, ‘subject details’ or ‘fixed on subjects’, but the absence of such terms (which were not used in the present case) is not decisive. All depends on the parties’ words and conduct towards each other, considered in their context.” 6. Four aspects of these principles merit further observation. The first is the particular importance of the requirement that the Court should look at the whole of the negotiations between the parties, both before and after those which are said to constitute the making of a binding contract. In Global Asset v Aabar, Hamblen LJ said: “28. It is well established that when deciding whether a contract has been made during the course of negotiations the court will look at the whole course of those negotiations –see Hussey v Horne-Payne (1878) 4 App Cas 311. 29. As Lord Cairns observed in that case at 316: “…You must not at one particular time draw a line and say “We will look at the letters up to this point and find in them a contract or not, but we will look at nothing beyond”

“[26] These factors point, overwhelmingly in our judgment, to an intention to create a contract if the claimant accepted the defendant’s offer. Set against those factors, the provision that a ‘formal contract will then follow in due course’ does not indicate that the claimant’s acceptance of the signed quotation will be no more than an agreement subject to contract. It is, as stated by Parker J in Von Hatzfeldt-Wildenburg v Alexander [1912] 1 Ch 284 at 289, [1911–13] All ER Rep 148 at 151, ‘a mere expression of the desire of the parties as to the manner in which the transaction already agreed to will in fact go through’”. 10. Thirdly, in construing written communications between the parties, it is important to recognise that business people conducting commercial negotiations will often not use the precision of language which lawyers aspire to in contract drafting. Their language may be imprecise, ungrammatical and impressionistic. Their communications must be interpreted by reference to the substance and sense of what is said, not by the kind of intense examination of the words, syntax and grammar to which a contract carefully drafted by lawyers may be subjected. 11. Fourthly, it will be relevant if the parties’ negotiations take place in a context where performance of any agreement reached is urgent. If so, that makes it more likely that the parties would wish to be bound notwithstanding that further details may remain to be agreed or a formal contract drawn up.”

“43. It is common ground between the parties that courts have regarded the fact that services are rendered, work undertaken, or payment is made as “a very relevant factor” in deciding whether a binding contract is made. Most of the cases concern conduct by one or both parties after incomplete negotiations or in situations in which the terms that have been negotiated are uncertain, or where an agreement has been made “subject to contract” but no formal contract has been drawn up before the services are rendered, the work is undertaken, or the payment is made: see RTS Flexible Systems Ltd v Molkerei Alois Müller GmbH & Co. KG (UK Production) [2010] UKSC 14, 1 WLR 753 at [45] – [55] in which Lord Clarke of Stone-cum-Ebony, who gave the judgment of the Supreme Court, analysed the authorities including the important judgments of Robert Goff J in British Steel Corp. v Cleveland Bridge and Engineering Co. Ltd. [1984] 1 All ER 504 and Steyn LJ in Trentham (G Percy) v Archital Luxfer Ltd [1993] 1Lloyd's Rep. 25. In the latter case the third of the four matters Steyn LJ at 27 identified as of importance was the fact that a transaction is executed rather than executory which he stated can be “very relevant”

“The Company share redemption At any time following the date of this term sheet Mr. Gusinski has the right, upon his own discretion, to require the Company share redemption for the price of 333 333 (Three hundred thirty three thousand three hundred thirty three) US dollars with the interest of the rate of 9% per annum payable from November 27, 2007 until the date of transfer in accordance with this term sheet.”

“The governing criterion is the reasonable expectations of honest sensible businessmen”: see [99]. She accepted that there were some factors which pointed against an intention to create legal relations including the fact that a term sheet “is often used in a commercial context to describe a framework agreement or template to be used to develop a more detailed legal document”: [103] and [104]. But in deciding that there was a binding agreement she placed strong reliance on the language and terms of the document itself at [105]: “The language used in the Term Sheet is consistent with a legally binding agreement and not merely a document that was aspirational. The rights and obligations set out are expressed in unqualified terms. For example the “right… to require” company share redemption; the word “shall” is used in clause 4, 5, 6 and 7. In context, the fact that the preamble refers to the Term Sheet as “describing principal terms and conditions” suggesting that further agreement on other matters might be required, does not mean that the Term Sheet itself was not contractual. An objective appraisal of the words and conduct of these two experienced businessmen leads to the conclusion that they did not intend agreement of any additional terms to be a precondition to a legally binding agreement. To the knowledge of both Mr Gusinski and Mr Kuznetsov, as a result of the agreement reached orally, there is an express law and jurisdiction clause, expressed to apply to “this term sheet” and not merely to some of its terms, or to any future agreement. It is difficult to see what purpose such a clause was intended to serve absent an intention to create a legally binding agreement. The Term Sheet also contains detailed provision for service of the notice of redemption, including emails and addresses, which would have served little or no practical function if the agreement was aspirational only.”

“On the question of an enforceable contract or not, it is for the parties to decide at what stage they wish to be contractually bound. To use the vivid phrase of Lord Bingham (as Bingham J) the parties are “masters of their contractual fate”

“Vagueness negativing contractual intention The parties may agree on terms that are sufficiently certain but also agree terms that deprive that agreement of contractual force. They may do so by express words, as in the “subject to contract” cases discussed earlier in this chapter. Alternatively, the vagueness with which the agreement is expressed may negative any contractual intention. It has been held that a husband’s promise to let his deserted wife stay in the matrimonial home had no contractual force because it was not “intended by him, or understood by her, to have any contractual basis or effect”

“Moreover, the fact that the arrangement between the parties was not reduced to writing indicates that they did not intend themselves to be legally bound. In my view, it is unlikely that AHUK would have intended to create legal relations where (on LNT's case) it was potentially assuming an obligation to incur a liability of some £450,000, without drawing up, possibly with the assistance of lawyers, a written agreement which stated each party's obligations in a clear and unambiguous manner.”

“An estoppel by representation resolves a contradiction between an earlier statement of fact by the representor and his later statement on the same subject by treating his earlier statement as the truth. Where a representor by his words or conduct has made a representation which justified the representee in believing that a certain state of fact exists, and in that belief the representee altered his position, the representor is not permitted to affirm against the representee that a different state of fact existed at that time if the representee would be materially prejudiced by his change of position if a departure from the representation were permitted. The representee must take the objection at the proper time, or it will be waived.”

“Third, I am satisfied that to hold that the plaintiffs are estopped from denying the invalidity of their guarantee is permissible, despite the general principle that neither law nor equity will enforce a purely gratuitous promise. For, by confirming the bank's erroneous belief that the guarantee was binding and effective and covered the Nassau loan, the plaintiffs contributed to the continuance of the bank's error as to the true legal effect or, rather, lack of legal effect of that document, and to the bank's failure to take the opportunity of putting matters right. Fourth, it makes no difference, in my judgment, that the guarantee was not of itself, in law, a binding contract. I accept Mr. Morritt's analysis that in strict law it was of itself no more than a piece of paper, a standing offer which, unaccepted, had long since lapsed. But, for the reasons I have already given, I can see no reason why, in principle, a representation that such a non-contractual document has a certain contractual effect should be incapable of giving rise to an estoppel precluding the representor from thereafter going back upon that representation where, as in the present case, it would be unconscionable for him to do so.”

“37. As in the case of the contractual claim, it is important to appreciate exactly what is being alleged and why. The material allegation in paragraph 15 is that M&S is estopped from denying that “the relationship with BTH could only be determined by the giving of reasonable notice”

“94. As I have already said, the fact that there was never any agreement to reach or even to set out the essential principles which might govern any legally binding long-term relationship indicates that neither party can here objectively be taken to have intended to make any legally binding commitment of a long-term nature, and the law should not be ready to seek to fetter business relationships with its own view of what might represent appropriate business conduct, when parties have not chosen, or have not been willing or able, to do so in any identifiable legal terms themselves. These considerations, in my judgment, also make it wrong to afford relief based on estoppel, including relief limited to reliance loss, in the present context.” 96. On this basis, he submits that there is no need for any unequivocal assurance as to, or any clear conventional definition of, the conduct to which M & S are to be bound; and that “proportionate” compensation can be awarded on a reliance basis on the broad assessment by the court of what is equitable. The principles to this effect stated in English cases such as in Jones v Watkins, Gillett v Holt and Holiday Inns v Broadhead were, however, stated in contexts where the parties either envisaged that rights already existed or contemplated and intended that they would be created by a future contract. This was also the case in Waltons Stores, where a landowner was encouraged by a potential lessee to undertake major demolition works on his own land on the firm (though in law, under an equivalent provision to the Statute of Frauds, unenforceable) understanding that a draft lease in agreed form, requiring such demolition and construction of a new building, would actually be executed. In the present case, special and unusually close though the business relationship was, it was between parties who neither made nor, objectively, intended to make any further contracts beyond the seasonal and design contracts to which I have already referred. They must be taken to have been well-aware of the legal significance of contracting or not contracting. Mr Field accepted that the question was ultimately one of risk. In my view, these considerations indicate that the risk fell on Baird in the present situation.”

“77…When faced with a claim for unjust enrichment, a court must first ask itself four questions: (1) has the defendant been enriched? (2) was the enrichment at the claimant's expense? (3) was the enrichment unjust? (4) are there any defences available to the defendant?” “81. Lord Toulson JSC (with whom Baroness Hale DPSC and Lord Kerr of Tonaghmore, Lord Wilson and Lord Hughes JJSC agreed) referred to the word "unjust" in the term unjust enrichment as being in some respect a term of art. He approved of the statement in Goff & Jones on Unjust Enrichment , 8th ed (2011), now in 10th ed (2022) at para 1-08) that unjust enrichment is not an abstract moral principle to which the courts must refer in deciding cases, but an organising concept that groups decided authorities that share a set of common features. Some of those decided authorities are cases where there has been a "failure of basis". Failure of basis does not necessarily require failure of a promised counter-performance: "it may consist of the failure of a state of affairs on which the agreement was premised": para 106.”

“41. But what is the extent of the unjust enrichment? It is not, in my opinion, the difference in market value between the property without the planning permission and the property with it. The planning permission did not create the development potential of the property; it unlocked it. The defendant company was unjustly enriched because it obtained the value of Mr Cobbe's services without having to pay for them. An analogy might be drawn with the case of a locked cabinet which is believed to contain valuable treasures but to which there is no key. The cabinet has a high intrinsic value and its owner is unwilling to destroy it in order to ascertain its contents. Instead a locksmith agrees to try to fashion a key. He does so successfully and the cabinet is unlocked. As had been hoped, it is found to contain valuable treasures. The locksmith had hoped to be awarded a share of their value but no agreement to that effect had been concluded and the owner proposes to reward him with no more than sincere gratitude. The owner has been enriched by his work and, many would think, unjustly enriched. For why should a craftsman work for nothing? But surely the extent of the enrichment is no more than the value of the locksmith's services in fashioning the key. Everything else the owner of the cabinet already owned. So here. Quantum meruit 42. It seems to me plain that Mr Cobbe is entitled to a quantum meruit payment for his services in obtaining the planning permission. He did not intend to provide his services gratuitously, nor did Mrs Lisle-Mainwaring understand the contrary. She knew he was providing his services in the expectation of becoming the purchaser of the property under an enforceable contract. So no fee was agreed. In the event the expected contract did not materialise but a quantum meruit for his services is a common law remedy to which Mr Cobbe is entitled. The quantum meruit should include his outgoings in applying for and obtaining the planning permission, which should be taken to be reasonably incurred unless Mrs Lisle-Mainwaring can show otherwise, and a fee for his services assessed at the rate appropriate for an experienced developer. To the extent, of course, that Mr Cobbe's outgoings included the fees of planning consultants whom he employed, there must not be double counting. The amount of the quantum meruit for Mr Cobbe's services would, in my opinion, represent the extent of the unjust enrichment for which the defendant company should be held accountable to Mr Cobbe.”

“In my judgment, it is not a requirement that the contract in question be terminated in a sale of goods case before a claim in unjust enrichment can be brought. The test is whether “the state of affairs contemplated as the basis or reason for that payment [had] failed to materialise”, and that test may, in appropriate circumstances, be met without termination of the contract. To be clear, there will be circumstances where the test is not met without termination: for example, where defective goods are delivered, the buyer cannot recover an advance payment, or an instalment, unless and until it has decided to reject the goods: Yeoman Credit Ltd v Apps [1962] 2 QB 508 (CA). Similarly, in the case of late delivery, if delivery remains a possibility under the contract, then it may not be possible to conclude that there is a failure of basis unless and until delivery ceases to be a possibility—which may, in reality, be only if and when the contract is brought to an end. But in other circumstances, it may be concluded that the basis has failed to materialise even without any party terminating the contract.”

“An ‘apparent’ or ‘ostensible’ authority … is a legal relationship between the principal and the contractor created by a representation, made by the principal to the contractor, intended to be and in fact acted upon by the contractor, that the agent has authority to enter on behalf of the principal into a contract of a kind within the scope of the ‘apparent’ authority, so as to render the principal liable to perform any obligations imposed upon him by such contract. To the relationship so created the agent is a stranger. He need not be (although he generally is) aware of the existence of the representation but he must not purport to make the agreement as principal himself. The representation, when acted upon by the contractor by entering into a contract with the agent, operates as an estoppel, preventing the principal from asserting that he is not bound by the contract. It is irrelevant whether the agent had actual authority to enter into the contract.”

“I do not feel that we have enough time for a meeting with Mark Carey but I would be grateful if you would liaise with him and obtain his agreement for me to instruct Richard Sagar at Walker Morris to put matters in hand straightaway in order to protect Skelton Business Park Limited’s position. Presumably Mark Carey will liaise with Ian MacPherson at the Coal Authority but in any event, I will ask Richard Sagar to do likewise.”

“We would have ongoing conversations, especially about the Aire Valley Action Planand the strategic planning nature and −−so, yes.”

“14. The attendees discussed how Nigel Chambers should be remunerated in the future and it was agreed that Nigel Chambers would receive 10% of the profits achieved from the development less the costs incurred by WRDE. 15. Geoff Goodwill of WRDE sent Nigel Chambers’ solicitor at Irwin Mitchell fax dated 6 December 1996 setting out what was agreed at the meeting. It was agreed inter alia that: (i) Nigel Chambers would provide core services of “Planning and development consultancy and project management”; (ii) Nigel Chambers had already received remuneration of £30,000 plus VAT (in fact he only ever received the sum of £30,000); (iii) There would be no further payments until WRDE “achieves overall profit at which point NC entitled to 10% of WRDE net pre-tax profit (i.e. after all relevant costs and any profit share payments to British Coal and Yorkshire Water Estates arising from (i) unserviced land sales, (ii) serviced land sales (iii) the land element of built development activity by WRDE; and (iv) The agreement made it clear that Nigel Chambers would be reimbursed for previously authorised third party expenses/disbursements.”

“9.1 Properly construed, the document does not constitute a concluded agreement. It is a one-page document that purports to deal with a complex commercial arrangement in bullet point form and in incomplete sentences. The words “subject to WRDE [i.e. White Rose Development] Board approval” appear in the headnote and it is unsigned… 9.2 Further, the terms of the December 1996 Fax are too uncertain to be contractually binding in any event. In particular, the calculation of the alleged 10% share due to Mr Chambers does not include definitions, for example, of the point at which White Rose Development would be in “overall profit” (and thereby liable to pay Mr Chambers), nor of “all relevant costs and any profit share payments to British Coal and Yorkshire Water Estates”

“So you've put in capital letters "DEAL AGREED". Just help me, what do you say is being agreed here? A. The 10% profit share. Q. Just the 10%? A. Yes, the "A) legally contracted". Q. Okay. A. That was agreed.”

“Q. Why do you say you're entitled to all of the −−10% of all of the estimated profits from phases 1, 2 and 3 now, when those profits are necessarily off in the future? A. Well, phase 1 is complete. Phase 2, I assume, is in the process of achieving a profit, and phase 3 will come after. Q. Why are you entitled to 10% of everything now? A. Well, if we could have had a proper conversation, we could have structured a deal which reflects the phasing. Q. Why do you say you're entitled to 10% of everything now? A. Because, I mean, phase 3 will have a value now. It has planning permission. Q. So you say you're entitled to 10% of −− A. Of the value of phase 3. Q. −−(overspeaking) −−in relation to phase 3, because it hasn't been sold? A. Yes, but it has a value as a result of planning permission. Q. And you say that value crystallises now, and you are entitled to 10% of −−(overspeaking) −−now? A. Yes, that value could be crystalised now. Q. Could be? A. Could be, yes. Q. And what if the profits from phases 1 or phase −−has to be −−sorry. What if the profits from phase 1 have to be put back in to finance phase 2 and the profits from phase 2 have to be put back in to finance phase 3, how does that affect your calculation? A. Well, I have not been provided with financial information from your clients, but based on my experience, given that phase 1 has been sold and phase 2 is in the process of being sold, very shortly a profit will be realised, an overall profit. Q. And what about phase 3? A. And then phase 3 will follow on from there. Q. And what if phase 3 requires financing through some of the profits from phase 1 and 2? A. I would assume if you did a calculation, there would be a profit from phases 1 and 2, even with putting infrastructure in phase 3.Q. You would assume that? A. I 'd assume that based upon discussions your clients had with Homes England, who provided loans.”

“Q. Your case is that Templegate has now obtained residential planning permission for all of the mushroom, and you claim a profit share from the profits from the current residential development. That's correct, is it? A. On the whole site. Q. On the whole site? A. On the whole site, which I introduced to your clients in 1994, and they acquired in the tripartite agreement. Q. So you're claiming a profit share because you made an introduction in 1994? A. Because I put the concept to the joint venture company at that point in time, and I also have an involvement on the housing, reserved land, and the lagoons. Q. Okay.”

“46. A meeting took place on 18 August 2005 at the offices of Evans Property Group in Leeds. The meeting was attended by Nigel Chambers and John Bell in his capacity as a senior director of SBPL. 47. Nigel Chambers took a near contemporaneous note of the meeting. John Bell explained that he was not happy with the draft consultancy agreement prepared by Irwin Mitchell. 48. John Bell wanted to know more about how far the parties had developed a new written agreement since the 1996 Agreement. It was explained that there had been a number of different drafts but nothing had been agreed. 49. John Bell said that the parties should “stick with the existing arrangements”

“Accordingly, both parties…”

“Accordingly, both parties confirmed that the terms from December 1996 should stand as the agreement between the parties.”

“Yes, that was just, yes, where we said to each other “Yes Okay then, we will stake [sic] with those existing arrangements. That will be the arrangement between us.”

“35. Further, since about 2001 SBPL represented to Nigel Chambers that he was to continue working for SBPL. 36. In reliance upon the said discussions and instructions to continue acting for SBPL, Nigel Chambers carried out the work set out both above and below. 37. In doing so Nigel Chambers was acting to his detriment in that he would not have carried out the said work gratis and without any prospect of future payment.” “53. Further, in reliance upon the clear representations made by John Bell on behalf of SBPL, Nigel Chambers carried out work on behalf of SBPL, details of which are set out broadly above. 54. The work carried out by Nigel Chambers was to his detriment in that he would not have carried out the said work gratis and without any prospect of future payment.”

“Q. So if I 'm right and that is just a staging post, the board was simply approving a staging post in negotiations? A. No. My understanding, and I believe Geoff and the board, was that there would be a binding agreement, because obviously the 4 December terms are not subject to contract; they're subject to board approval. Once that board approval is given on the 18th, the contract is binding. Q. That's your understanding of what the board decided? A. That's my understanding. Q. Based on what? A. Based on what Geoff said would happen, ie we will take it to the board, subject to that approval. We have a binding agreement. That was both parties' understanding.”