Walker v Somboonsarn [2024] EWHC 919 (Ch)

 Mr Robert Strang (instructed by Germain Kaile Law) for the Defendant

Introduction

• This is a dispute between mother (the Claimant) and son (the Defendant) as to the ownership of three companies (the “Companies”) (or the shares in those Companies) and the ownership of four properties (the “Properties”).

• The Companies in question are as follows:

• Of the Companies, TM Limited was, for many years after incorporation, dormant. However, it acquired a property, 133, The Grove, Ealing in January 2017 apparently at an overall cost of £2,027,197 (as shown by its accounts), the actual purchase price being £1,630,000. In large part, the monies for the purchase were funded from loans made to TM Ltd by Anglo Thai Ltd and Finfish Ltd (and Scoffle Ltd, a company owned by the Defendant). Its last filed accounts, for the year ended 31 August 2022, shows a net liability position on its balance sheet of £45,467.

• Anglo Thai Ltd owns and runs a restaurant operating from 38, Charlotte Street, London W1 called Thai Metro. Its last filed abridged unaudited accounts for the year ended 31 March 2023 show a balance sheet with net assets of £891,299.

• Finfish Ltd owns and runs a restaurant operating from 14, Charlotte Street, called Siam Central. Its filed abridged unaudited accounts for the year ended 31 August 2022 show a balance sheet with net assets of £583,088.

• The Properties in question are:

• As will be immediately clear from the dates given above, this case involves a consideration of what was (or was not) said and agreed and done over many years, the period stretches back over 25 years. This historical archaeology is made more complicated by the fact that it is said by both sides that the acquisition of each of the Companies and each of the Properties has to be considered against evidence of earlier acquisitions than the ones that I am asked to rule upon and as to the ownership and/or incidents and/or financial positions of businesses or family members. There is limited contemporaneous documentation. Documentation which would normally be dispositive (or at the least a strong indicator) of ownership cannot be relied upon given the cases put and evidence put forward.

• For convenience, but meaning no disrespect, I refer to certain members of the family by their English first names or nicknames, as they were referred to before me at the trial. The same applies to a number of the witnesses as this is how they were referred to by themselves or by other witnesses. For present purposes it suffices to say that the Claimant was referred to before me as “Wanda” and the Defendant, most commonly, as “Ekk”. I use the same terminology. Wanda and Ekk are mother and son.

• In summary, the position regarding the Companies is as follows. Two of them, Anglo Thai Ltd and Finfish Ltd, each started to trade as a restaurant business not long after their respective incorporations.

• Anglo Thai Ltd took over a restaurant business called “Thai Metro” operating initially from 14, Charlotte Street, London W1. Anglo Thai Ltd took over this restaurant from another family company, Euro Union Based Company Limited (“EUBC”) . The business was apparently started in about 2000 by EUBC. The initial manager at Thai Metro became George Poliakoff.

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