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C and S, verbally agreed to (i) try to buy some adjoining properties, (ii) sell them at a profit, (iii) share the costs and expenses of doing so equally, and (iv) share the profit equally: [9]

Speaking broadly, S took responsibility for financing and buying the properties, while C looked for purchasers: [14], [55]

S argued the agreement included a Sunset Date, that C would have no interest in the venture if a buyer was not found by a that date: [23]

The properties (or most of them) were bought in the name of TCo, a company controlled by S.

In March 2015 the properties were sold for $37m. After payment of the financiers, $9m of the sale price was in the hands of TCo and the remaining $2m was in the hands of a company TCo was 50% shareholders of: [20] 

C later sought half the money paid to TCo and, on the basis there was no written agreement, S resisted and wished him (ironically) “good luck” enforcing the obligation: [22]

The first instance judge found there was no Sunset Date, following a review of conduct S engaged in after the relevant date which was “impossible to reconcile” with a Sunset Date: [37], [39]

The first instance judge found S and C and / or their corporate entities had indeed entered into partnership: [40]

The first instance judge found S was an accessory to breaches of fiduciary obligations owed to C and a related company, entitling them both to equitable compensation: [1]

S appealed the decision including in relation to accessorial liability, and C cross-appealed to clarify the parties to the partnership.

C said the partnership was between S and C and any funds paid to TCo were held on trust for that partnership: [49]

The Court of Appeal held the partnership was between S and C: [55]

The presence of some related companies did not alter that position: [56], [57]

Having been found to be in partnership with C, S breached his fiduciary obligations in failing to cause TCo to account to the partnership (i.e. to C) for the money it received on sale of the properties: [59]

This, speaking broadly, also dealt with the issues raised by S on appeal. If it had not and the issue of S’s “knowing participation” accessorial liability claim required consideration, an order for new trial might have been considered but would not have been made, as setting the matter at large again would do greater injustice: [71]

TCo and S were ordered to pay the unpaid sale proceeds to C, with any proceeds paid by one offsetting the obligation of the other to pay: [72] - [74]

S was ordered to pay 80% of C’s costs of the appeal; this was because S enjoyed some limited success in that the first instance judge did not completely deal with the accessorial liability issue: [76]