BL-2020-CDF-000003 - [2025] EWHC 2226 (Ch)

Fecha: 27-Ago-2025

Conclusions

Conclusions on the Claim

96.

In the light of the foregoing discussion:

I hold that the Joint Venture was between Mr Lloyd and Sirocco.

I hold that the Joint Venture was validly terminated by Mr Hayward on behalf of Sirocco in December 2013.

In accordance with the agreed position of the parties, I hold that Mr Lloyd’s claim for an account of the Joint Venture is barred by limitation of time.

The Counterclaims

97.

It was common ground between the parties that Sirocco’s counterclaim would fall to be dealt with, if at all, in any account of the Joint Venture. In the light of my conclusions on the claim, this counterclaim too is statute-barred and does not fall for consideration.

98.

Mr Hayward’s counterclaim is for £33,554.91 paid by him under leasing contracts for vehicles for the use of Mr Lloyd. It received very little attention at the trial. The case set out in paragraphs 8 to 17 of the defence and counterclaim is as follows.

•

In September 2012 Mr Hayward entered into a leasing agreement for an Audi Q7 car for Mr Lloyd’s use. He did this because Mr Lloyd could not take an agreement in his own name as he had a poor credit-rating. The leasing agreement was in Mr Hayward’s name, because Sirocco was an off-shore company. Sirocco reimbursed him the payments under the leasing agreement, and these were to be treated as Mr Lloyd’s drawings under the Joint Venture. There is no claim by Mr Hayward in respect of this 2012 leasing agreement.

•

When the 2012 leasing agreement came to an end in March 2013, it was replaced by two new leasing agreements: one for an Audi A1 car, and one for an Audi A4 car. The basis of the arrangement remained the same. Mr Lloyd retained the cars after the Joint Venture ended. Mr Hayward was reimbursed by Sirocco until October 2014, when Sirocco sold SA1 to Alymere, but he bore the cost personally thereafter for 17 months.

•

In March 2016 the leasing agreements for the Audi A1 and Audi A4 cars ended, and a new leasing agreement was taken out for an Audi A3 car, for which Mr Hayward paid for 29 months.

•

Mr Hayward claims reimbursement of the payments made for 17 months for the Audi A1 and the Audi A4 (a total of £16,988.95) and the payments made for 29 months for the Audi A3 (a total of £16,565.96) on alternative bases:

There was an implied term of the agreement between Mr Lloyd, Mr Hayward and Sirocco in 2012 that, if Mr Hayward was not reimbursed through the Joint Venture, he would be reimbursed by Mr Lloyd personally; and there was a corresponding implied term in the agreement between Mr Lloyd and Mr Hayward in respect of the leasing agreement in 2016.

Mr Hayward is entitled to restitution on the grounds that “in anticipation of a contractually binding agreement for his reimbursement, and with Mr Lloyd’s express encouragement, Mr Hayward entered into and discharged the liabilities under each of the above leasing agreements, to Mr Lloyd’s incontrovertible benefit.”

99.

Mr Lloyd’s case, as set out in paragraphs 8 to 18 of the reply and defence to counterclaim, is as follows.

•

The leasing agreements and the payments made under them are admitted.

•

The payments were to be treated as drawings by Mr Lloyd under the Joint Venture. (The very fact of the further leasing agreement in 2016 is evidence of the continuation of the Joint Venture.)

•

As the agreement was that the payments were to be treated as drawings by Mr Lloyd under the Joint Venture, there was no basis for the implication of the term alleged by Mr Hayward. For the same reason, there is no basis for a restitutionary claim or for the allegation that Mr Hayward entered into the leasing agreement “in anticipation of a contractually binding agreement for his reimbursement”.

100.

I have already mentioned the transcript of the meeting in late May 2014, where the cars were discussed. It seems to me that, in circumstances where Mr Lloyd was complaining that he had not received his due under the Joint Venture and that he was in need of money, Mr Hayward was simply acknowledging Mr Lloyd’s need for a car and inability to obtain finance for one himself and saying that he was willing to keep up the payments for which he was liable under the 2013 leasing agreement. That may be characterised either as a goodwill gesture or as a form of compromise or concession in the face of Mr Lloyd’s claim to be owed more from the Joint Venture. But however one chooses to characterise it, it was I think gratuitous: there is no indication that Mr Hayward was asking or expecting Mr Lloyd to reimburse him, and the circumstances show that he could have had no such expectation. Therefore I do not accept Mr Lloyd’s contention that the continued payments were evidence that the Joint Venture was continuing. On the other hand, the basis of Mr Hayward’s agreement to go on paying for the cars (rather than handing them back and terminating the leasing agreements or asking for Mr Lloyd to cover the payments now that the Joint Venture was ended) is in my view inconsistent with either any implied term for reimbursement or any entitlement to restitutionary remedies.

101.

As regards the leasing agreement in 2016, Mr Hayward’s evidence was as follows:

“88.
When Craig was working for us on the basis described above, he said to me he wanted to get a new car for his wife, an Audi convertible. He still couldn't get finance himself so asked me again to take it in my name. Previously there had been two cars, which were then to go back as happened and with the new arrangement there would be only one, so my liability would be lessened. Also, at the time Craig was doing a fair amount of work for us, he was useful in several parts of the business and I wished to keep on good terms with him.
89.
I therefore agreed to enter into the new finance agreement on the basis he would reimburse me, although in practical terms he never did. I was relaxed about this, because the amount was quite modest and his men who worked for us were good, we never had any complaint about them.”

102.

I accept the broad contours of that evidence. However, I do not accept that there was any agreed basis, whether express or implied, for payment by Mr Lloyd. This seems to me to be a matter of reading back into the situation something that was not there at the time but now has come to appear reasonable or even obvious. When cross-examined about paragraphs 88 and 89, Mr Hayward said, “I was doing him a favour.” No doubt he meant only that the favour consisted in obtaining finance that Mr Lloyd could not obtain for himself. But I think the favour went beyond that. The original Joint Venture was over. But Mr Lloyd still had in the period 2015 to 2017 a very active commercial relationship, via Topgrade and ADEL, with Alymere and, accordingly, a continuing personal relationship with Mr Hayward. I think that, as Mr Hayward had been willing to continue to pay for the cars under the 2013 leasing agreement, he was willing to continue the same arrangement, albeit more cheaply, by entering the 2016 leasing agreement as a method of maintaining the good relationship and providing something by way of extra remuneration to Mr Lloyd. (Incidentally, although Sirocco did not reimburse Mr Hayward after selling SA1 in October 2014, I think it probable that Alymere did reimburse him. It is improbable that any of this money ultimately came out of Mr Hayward’s own pocket.) The very fact that Mr Hayward did not actually receive reimbursement from Mr Lloyd and, so far as the evidence shows, never even asked for reimbursement, even though there could not be any question of recoupment via the Joint Venture, is itself strong evidence that repayment was not agreed and not expected.

103.

Accordingly the counterclaims are dismissed.