Supreme Court
Action Nos. 306 and 360 of 1981
16th March, 1983.
Alcantara, J.

Mr. Lionel Welch for Sylvia Pate.
Mr. H.E. Elrington for Quentin Ramclam and Pauline Ramclam.

Declaration - Properties held in trust for Plaintiff - Contract - Repudiation of contract - Contract cannot be repudiated unilaterally - Plaintiff bound by terms of contract - Defendants estopped from denying beneficial interest because of recitals in agreement.

J U D G M E N T

At the request of the parties these two Actions, Nos. 306 and 360 of 1981, which started more or less simultaneously between the same parties, have been consolidated and heard together.

The pleadings are a classic example of what they should not be. Not only is evidence pleaded, but all sorts of remedies are being requested regardless of the actual fact pleaded. It is only with great difficulty that you can extract the real issue in the case before the Court.

In order to achieve this it is right to set some of the events more or less in chronological order.

More than 20 years ago Sylvia Pate, the Plaintiff was married and Adrian Ramclam had a common law wife and children. They met and decided to live together. This they did until he died on the 23rd December, 1980. When he died he was a wealthy man. Apart from land and money in the Bank, he had the Punta Gorda Bus Line which consisted of a number of vehicles and the licence to run the said line. The parties are in disagreement as to whether the property he possessed had been acquired by him, by his wife or by both of them.

On his death a problem arose. Although Adrian Ramclam might have wanted to leave everything he owned to Sylvia Pate, he never made a Will. As she was not his legal wife she was not entitled to anything under his Estate. However, good sense prevailed between the children of Adrian Ramclam (the legal beneficiaries) and Sylvia Pate. An agreement in writing was formally entered into, each side having the benefit of legal advice. I think it is necessary to set out the Agreement in full. It reads: -

"This Agreement is made the 3rd day of September, 1981 between Quentin Glenn Ramclam, Pauline Llobetta Ramclam and Lester Llewellyn Ramclam of 7th Street North, Corozal Town, Corozal District, Belize City, on the one part (hereinafter called the Beneficiaries) and Sylvia Pate of Forest Home, Toledo District, Belize Country, on the other part (hereinafter called the Claimant).

Now this Agreement Witnesseth as follows:

1. Whereas Adrian Walter Ramclam late of Forest Home, Toledo District, Belize Country, died on the 23rd day of December, 1980, at Belize City, intestate, AND WHEREAS at the time of his death he was survived by his children - Quentin Glenn Ramclam, Pauline Llobetta Ramclam, Lester Llewellyn Ramclam and by Sylvia Pate his common law wife, AND WHEREAS the Beneficiaries aforementioned are the persons entitled between them to the whole legal and equitable estate of the deceased, after the payment of the just debts and liabilities of the deceased. AND WHEREAS the said Sylvia Pate is beneficially interested under a Resulting Trust in the estate of the deceased Adrian Walter Ramclam, having during the course of his life advanced to the said Adrian Walter Ramclam certain sums to the estate value of Thirty Eight percent of the net value of the said estate. AND WHEREAS the Beneficiaries above mentioned accept and acknowledge that the claim of the said Sylvia Pate against the estate is just and equitable; and being mindful of the fact that for a period of eighteen years the said Claimant and the deceased cohabited as man and wife AND WHEREAS the Beneficiaries and the Claimant are mindful of the expense, uncertainties and delays involved in litigation, and being desirous of rapidly distributing the assets of the said estate. NOW therefore the parties have agreed between them as follows:

   (a) In consideration of the Claimant agreeing to abandon and renounce all claims against the Estate of the said Adrian Walter Ramclam whether in law or in equity, the Beneficiaries agree as follows: -

   (1) To recognize and acknowledge the claim of the said Claimant of thirty eight percent of the net value of the said estate.

   (2) To use their best endeavour to ensure that the Claimant is paid the said thirty eight percent of the net assets of the estate within six months from the date of Grant of Letters of Administration to the said estate in final settlement of all her claim against the said estate.

   (3) To authorize the transfer of the family home in Forest Home together with eight acres on which it stands to the Claimant in part satisfaction of her thirty eight percent of the net assets of the estate.

2. The Claimant hereby agrees and undertakes that in consideration of the Beneficiaries carrying into effect their part of this agreement; to renounce all claims either in law or equity however arising which she has against the estate of the said deceased Adrian Walter Ramclam."

The Agreement was duly signed, sealed and delivered by all the parties and registered under the General Registry Ordinance. Letters of Administration were granted to Quentin Glenn Ramclam and Pauline Ramclam on the 19th September, 1981.

The good sense went overboard. On the 25th September, 1981 Pauline Llobetta Ramclam went with her Solicitor, Mr. Hubert Elrington, to Punta Gorda where the bulk of the Estate of Adrian Ramclam was situated and where Sylvia Pate was residing. The avowed purpose was to take possession of the assets and to conduct an inventory. Taking possession of the assets I understand. Conducting an inventory I do not. I say this because an inventory had been made and agreed to by all the parties. In fact the Agreement was signed on the basis of that Inventory. (See Exh. S. P. 13). A further inventory might have been necessary to pay more Estate Duty but for no other purpose. Certainly not to upset the division of goods agreed to.

Although it had been previously agreed that the Administrators together with their attorney and Sylvia Pate with her attorney should meet in Punta Gorda to effect the division of goods, the attorney for Sylvia Pate did not turn up and she refused to take part in any division. Whether she was justified or not I am not prepared to say, but I am prepared to say that she had no intention of being helpful. I am also prepared to say that Pauline Ramclam and her attorney acted in a manner which was reprehensible. They started to break open doors and take things away both in the absence and in the presence of Sylvia Pate, without her consent. They were eventually stopped by the Police. I do not have a complete list of what they took away. They did take a number of vehicles which were being used to run the Punta Gorda Bus Line. The Plaintiff managed to continue this service by acquiring a couple of vehicles and when the calendar year expired she applied for and obtained the licence in her own name.

The Plaintiff is asking this Court to make a number of declarations, the first two of which read as follows: -

"(a) A declaration that the agreement between the Plaintiff and the administrators is repudiated.

(b) A declaration that the deceased Adrian Ramclam held the said properties on trust for the Plaintiff and himself in equal shares."

There is nothing in the pleadings which would justify this Court to make declaration (a). There is no basis on which the agreement can be repudiated. There is no allegation made or evidence adduced that the agreement was either fraudulent or void.

On the sanctity of contract this is what Chitty on Contract 23rd Edition Vol. 1 at page 5 has to say: -

"A concomitant of the doctrine of freedom of contract is that of sanctity of contracts; and this is still a cardinal principle of English law because it suits the needs of a commercial community…………

English law is consistently reluctant to admit excuses for non-performance where there is no incapacity, no fraud (actual or constructive) or misrepresentation, and no principle of public policy prohibiting enforcement. The Courts are also reluctant to interfere with the literal words and scope of an agreement although it has proved difficult always to maintain this attitude, so that, for example, they are widening on some occasions to imply a term to give "business efficacy" to the contract."

The evidence for the Plaintiff is that when she went to live with Adrian Ramclam he had little or no property and that it was through her effort and money that he died a wealthy man. Everything belonged to her even it was in her common law husband's name. In her evidence she said that Adrian Ramclam not only admitted this but wanted everything he had to go to her when she died. In order to support this she had produced a couple of documents: a letter and a book where Adrian Ramclam wrote his thoughts. All I need say is that these documents are suspect. Insofar as her claim in the witness box to the totality of the property this is in complete contradiction to her Statement of Claim, where in paragraph 23 thereof she alleges that the property was owned jointly. The rule is that a party is bound by his pleadings. I consequently reject her claim that she was the sole owner. In any case I do not believe her as being the only person who achieved everything. As to her claim that she is entitled to half of the estate, my considered opinion is that the agreement is still valid and in full force and that the Plaintiff is bound by it. She cannot repudiate it unilaterally. This being so, it is unnecessary to deal with declaration (b), because the Plaintiff gave up any claim she might have had. That really is the end to the Plaintiff's case.

The Defendants, as Plaintiffs in the other Action, are seeking no less than ten declarations, asking amongst them that the Plaintiff be declared an Administrator de son tort and that she be bound by the Agreement. Declaration 10 is of particular interest. It reads:

"10. A declaration that Sylvia Pate was at no time a business partner of Adrian Walter Ramclam deceased and did not own fifty percent (50%) or any part of the estate of the said Adrian Walter Ramclam."

The evidence for the Administrators had been that the Plaintiff had no property and that everything belonged to Adrian Walter Ramclam and that she made no contribution to his wealth.

The Defendants are estopped from denying that Sylvia Pate had an interest in the Estate of Adrian Walter Ramclam because of the Recitals in the Agreement where they accepted that Sylvia Pate was beneficially interested in the estate because of money she had advanced. Even if the Agreement was to be declared void they would still be estopped from denying that she had a beneficial interest. In any case the Plaintiff did contribute to the wealth of Adrian Walter Ramclam.

I should add that notwithstanding the pleadings and the fact that the evidence adduced has roamed far and wide, Counsels in their final addresses have limited the issues to a considerable extent, giving me the impression that the only real issue in dispute is the Punta Gorda Bus Line and what is going to happen to it.

In the circumstances, the most I am prepared to do is to make a declaration to the effect that Sylvia Pate is bound by the Agreement and entitled to 38% of the net Estate. Similarly, that the beneficiaries are only entitled to the rest of the Estate as per Inventory agreed. Having agreed to the inventory they are estopped from claiming any other property. Insofar as the licence or concession to have a bus line from Punta Gorda to Belize is concerned even though not specifically listed in the Inventory I consider it to be part of the Agreement in order to give it business efficacy. It was not listed in the Inventory because it was not a pecuniary asset, but it is an asset which in my view is covered by the Agreement. Consequently, I make a declaration that the licence is held by Sylvia Pate on trust for the Administrators of the Estate, and they in turn hold it on trust for the beneficiaries in the proportion of 38 to 62.

I will make an order that within 3 months the Administrators should file a just and true account showing how they have disturbed the Estate and a further order that the legal estate in Forest Home and the eight acres valued at $24,000 be vested in the Plaintiff without delay.

I will make another order directed to the Plaintiff that she is prohibited from selling or disposing of any property listed in the Inventory which might still be in her possession. This order is intended to include the concession of the bus line. Coupled with that order will be a further order that within 3 months the Plaintiff files a just and true account setting out any property in her possession as per Inventory, together with a just and true account showing the true financial position of the Bus Line and setting out its assets and liabilities. I hold that she became a trustee of the Bus Line from the date of the signing of the Agreement and she has to account not only for profit and loss but for the acquisition or loss of capital goods, such as having to buy two buses out of her own money due to the action of the Defendants.

I am not prepared at his moment to make a declaration that the Plaintiff has been and is an administrator de son tort. The Defendants behaved in the most high-handed manner in possessing themselves of the assets for the Estate. If the Plaintiff was not prepared to cooperate they, the Defendants, should have sought the assistance of the Courts. I am not prepared to condone self-help.

I think this is a case where I should give liberty to apply to both parties should any further order be necessary. A Judge should always adjudicate but should never give advice. That is the province of the legal advisers of the parties. However, no harm is done by saying that in this case it is still necessary for the parties to regain their good sense which brought about a very fair Agreement. The Bus Line can only be an efficient and profitable business by the application of goodwill by all the parties concerned. No amount of judicial orders can achieve that. It is up to the parties to consider whether the formation of a limited company is a feasible proposition.

As the crux of the Actions was the validity of the Agreement there is no doubt that the Defendants have been the successful party. So I will order the Plaintiff to pay the costs.

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