Edwin M. Hughes Appellant/defendant v La Baia Ltd Respondent/Claimant [ECSC]

• Jurisdiction: Anguilla
• Court: Court of Appeal (Anguilla)
• Judge: Rawlins, C.J.
• Judgment Date: 11 January 2010
• Neutral Citation: AI 2010 CA 1
• Judgment citation (vLex): [2010] ECSC J0111-3
• Docket Number: HCVAP 2006/008
• Date: 11 January 2010

[2010] ECSC J0111-3

IN THE COURT OF APPEAL

Before:

The Hon. Mr. Hugh A. Rawlins Chief Justice

The Hon. Mde. Ola Mae Edwards Justice of Appeal

The Hon. Mde. Rita Joseph-Olivetti Justice of Appeal [Ag.]

HCVAP 2006/008

Between:

Edwin M. Hughes

Appellant/defendant

and

La Baia Limited

Respondent/Claimant

Appearances:

Dr. John Roberts, QC, with him Ms. Jenny Lindsay for the appellant

Mr. Saul M. Froomkin, QC, with him Mr. Kenneth Porter and Ms. Michelle Smith for the respondent

Civil appeal — dispute as to the ownership of land — claim for injunctive relief and for specific performance — construction of agreements of sale and related documents — whether they constitute a valid contract binding on the parties — whether the claim is statute barred — whether the trial judge erred in holding that the agreement is not illegal as formed or performed — failure by purchaser to obtain an Aliens Landholding Licence — whether the learned judge erred in granting specific performance — Aliens Land Holding Regulation Act Cap. A50 of the 2000 Revised Statutes of Anguilla — Limitation Act Cap. L60 of the 2000 Revised Statutes of Anguilla — Registered Land Act Cap. R30 of the 2000 Revised Statutes of Anguilla

The respondent company, La Baia, instituted the claim herein in the High Court. La Baia alleged that a contract for the sale of a disputed lot of land, which binds La Baia and the appellant, Mr. Hughes, entitles it (La Baia) to the ownership of the land. La Baia sought injunctive relief against Mr. Hughes restraining him from continuing to construct a building on the land. La Baia also sought an order of specific performance directing Mr. Hughes to transfer the disputed land to it (La Baia), and costs. A judge of the High Court found that a valid contract for the sale of land exists, that the contract was binding on the parties and enforceable against Mr. Hughes. Accordingly, the judge issued an injunction and an order of specific performance against Mr. Hughes. The judge also ordered Mr. Hughes to pay costs. In her judgment, the judge found that the claim was not statute barred under the Limitation Act Cap. L60 of the 2000 Revised Statutes of Anguilla because the substantive claims as well as the claim for damages accrued within the applicable limitation period. The judge also held that the relevant documents amounted to a contract for the sale of the land, which agreement was valid, legal and enforceable. Mr. Hughes appealed against these findings as well as against the judge's decision to order specific performance and to award costs against him.

Held: dismissing the appeal with costs to be borne by Mr. Hughes in the appeal:

1. The trial judge was correct in her finding that the Limitation Act does not apply to substantive claims for specific performance and injunctive relief by virtue of Section 3(7) of the Limitation Act. Additionally, inasmuch as the cause of action accrued in January 1996, the limitation period for bringing the claim for damages is 6 years and as the claim was filed in April 2001, the damages aspect of the claim was also not statute barred.

2. The learned trial judge did not err in finding that the contract for the sale of the disputed land was valid and binding upon the parties to this appeal.

3. The judge did not err in exercising her discretion to order specific performance notwithstanding that the purchaser does not hold an Aliens Land Holding Licence and there is a charge in favour of Caldwell Limited, a company that is not registered in Anguilla and which is beneficially owned by non-citizens of Anguilla, who also own La Baia. Caldwell is not a party to these proceedings. La Baia obtained an equitable interest in the disputed land under the contract, which is only voidable at the instance of the Crown. Since the Crown has taken no action it remains only for Mr. Hughes, the registered proprietor of the land, to complete the transfer in order for La Baia to obtain the legal interest in the land.

The principle in Young v Bess [1995] 46 WIR 165 [PC], at page 170, and in Spiricor of Saint Lucia Limited v The Attorney General of St. Lucia, Saint Lucia Civil Appeal No. 3 of 1996, 26 ^th May 1997, at pages 14-15, followed.

Rawlins, C.J.

1 This case arose out of a dispute over land, to wit, Block 17709B Parcel 23, West End Registration Section, Anguilla. The respondent, La Baia Limited, instituted the claim in the High Court against the appellant, Mr. Hughes. The disputed land was the subject of various agreements for sale, dealings and court proceedings involving the present parties to this appeal and other parties/entities. It suffices for the present purpose to state that La Baia instituted the claim soon after Mr. Hughes commenced the construction of a building on the disputed land. La Baia sought an injunction against Mr. Hughes restraining him from building on the land. La Baia also sought an order of specific performance to compel him to transfer the land to it (La Baia). An interim injunction was issued against Mr. Hughes prior to the trial.

2 The trial judge ordered specific performance against Mr. Hughes and directed him to complete the transfer of the land to La Baia by executing and delivering to La Baia an instrument of transfer in respect of the disputed land. In her judgment, the learned judge construed 2 written agreements and ancillary documents as constituting a valid contract for the sale of the land, which was binding upon the parties. The judge also issued an injunction restraining Mr. Hughes, whether by himself, his servant or agents, from carrying on any construction whatsoever on the said land. The judge further ordered Mr. Hughes to bear the costs of the proceedings to be assessed at US$23,500.00 by reference to the purchase price of the land. This was done pursuant to rule 65.5, Appendix B of the Civil Procedure Rules 2000 ("CPR 2000"). The trial judge held that the claim was not statute barred.

3 Mr. Hughes appealed against these findings and orders. He sought an order to set aside the judgment and the order of the trial judge on a number of grounds, which essentially challenge these findings. The grounds of appeal will be considered against the background in these proceedings.

Background

4 Isaac Richardson, deceased, was the father of Edward Richardson, deceased, who in turn was the father of Mr. Hughes, the appellant. Edward Richardson, his sister, Sylvia Bryson, and his brother, Nathaniel Richardson, were the 3 beneficiaries of Isaac Richardson. Mr. Hughes was the sole beneficiary of Edwards Richardson. The learned trial judge found that the Land Register shows that, based on the Adjudication Record entered on 21 ^st February 1975, the disputed land was first registered to the heirs of Isaac Richardson who died on 24 ^th August 1946. The judge also found that the land remained so registered until 20 ^th May 1982 when George Richardson, a brother of Isaac Richardson and uncle of Edward Richardson, became registered as the administrator of the estate of Isaac Richardson. George Richardson died in November 1987, but his name remained registered as the proprietor until December 1995. Louis Hodge, a half brother of Mr. Hughes, acting as attorney for Edward Richardson, was registered as the proprietor of the disputed land as Attorney/Administrator of Mr. Hughes in December 1995. At that time a charge was duly recorded on the disputed land in favour of Caldwell Corporation, a BVI company beneficially owned by Ms. Cheri Batson and Mr. Rosario Spadaro. Notwithstanding that the charge is still subsisting, Louis Hodge transferred the land to Mr. Hughes, without the consent of the chargee, as Section 67(g) of the Registered Land Act 1 requires. 2

5 On 15 ^th October 1982, Edward Richardson entered into a hand written agreement ("the First Agreement") to sell seven (7) acres of a seven and a half (7%) acre lot of the disputed land to Ms. Cheri Batson of St. Maarten, Netherlands Antilles, "or a corporation to be designated by her". Ms. Batson signed the agreement on her own behalf. Edward Richardson signed as seller and also as representative of his siblings, Nathaniel Richardson and Sylvia Bryson. It is common ground that Mr. Richardson and his siblings inherited the land from their father, Isaac Richardson.

6 Messrs. Rosario Spadaro and Jeremie Weinberg witnessed the First Agreement in St. Maarten. The signatures of Edward Richardson, Nathaniel Richardson and Sylvia Bryson appear on a copy of the First Agreement. US$91,000.00 was stated to be the full purchase price in the agreement. This provided for a deposit of US$10,000.00, the receipt of which was acknowledged in the agreement. However, it is common ground that US$20,000.00 was eventually paid as the deposit under that agreement. This payment was evidenced by a receipt dated 3 ^rd March 1983, signed by George Richardson, as Administrator of the Estate of Isaac Richardson. 3 The receipt states "Received from La Baia Ltd., the sum of US$20,000.00 deposit on account of a total purchase price of US$97,000.00 for seven and a half (7 1/2) acres registered as West End Section, Block 17709B, Parcel 23". 4 It is noteworthy that La Baia, a company incorporated under the laws of Anguilla, which is beneficially owned by Ms. Batson and Mr. Spadaro, was an early player in the transaction. The parties had agreed for the sale of the land to Ms. Batson or to a corporation designated by her.

7 The First Agreement provided, as a condition, that the purchasers would obtain a building licence from the government in respect of the land. However, there was no stipulation as to the time within which the licence was to be obtained. The Agreement stated that failure to obtain this licence would render the Agreement null and void. The completion date for the transfer of the parcel of land was stated as 14 ^th January 1983. There was no provision making time of the essence.

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