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2. Claim for misappropriation and/or conversion of monies belonging to the Claimant
Although the Claimant had initially been a director of the First Defendant, and was (and remains) a 25% shareholder in it, the company was not under her control and she became alarmed at the way things were turning out. Thus in June 2013, notwithstanding that she was still a director of the First Defendant, she attempted to orchestrate a "Right to Manage” application on behalf of herself and a majority of the other leaseholders of Mitre House, the purpose of which was to try and remove the management of Mitre House away from the Defendants. However the application failed because the property was "non-qualify- ing" in terms of the relevant legislation (there was too much commercial space in relation to the residential space).
(comment/reply) We are only aware of one other lessee who participated voluntarily in the RTM, namely Mrs Leoni-Sceti (Flat 3) who acted as Secretary in the Mitre House RTM Company Limited. In an email dated 7 October 2014 Mr Leigh Pemberton states: “I was not involved in the RTM, so cannot help there, I never paid anything for the abortive attempt so never got a bill, what is the £2585 bill for?
So who exactly are these “majority of lessees” who joined Mrs Hillgarth’s application?
It has already been established in correspondence that in an email to all lessees dated 7 April 2011 Mrs Hillgarth wrote: “I can confirm that the commercial element at Mitre House is well over 25% and we do not qualify...”. Somewhat contrarily she still pursued an RTM which had the exact same restrictions as regards the 25% footprint of commercial units. Her Solicitors demanded we withdraw our s20 Notice so delaying works for 12 months, insisted we desist from any further financial demands of lessees nor expenditure save for dire emergencies, and made clear the reason for the RTM was to contract with Mrs Hillgarth’s preferred contractor, Wade fo the interior workings of Mitre House based on two quotes, July 2012 and 23 January 2013, averaging £60,000 to include vat. We issued a reasonable and comprehen- sively detailed invoice of our time and costs incurred in dealing with her lawyers, our lawyers and our free- holder’s lawyers which, after four months hold-ups to normal maintenance etc, resulted in a withdrawal of her applicator which was doomed to failure from the outset.
(end comment/reply)
The Second Defendant and his co-directors removed the Claimant (without proper process as required by law) as a director of the First Defendant on 18 September 2014.
(comment/reply) We are not aware of any alleged or intended unproper process as required in law.
Having done so, the Second Defendant initially sought to impose, through the First Defendant, charges amounting to £2,582.74 for the time spent by himself and other directors in dealing with this ”Right to Manage" application. The invoice was initially submitted to a company called Mitre House RTM Company Limited ("the RTM company"), this being a special purpose company which had been set up by the Claimant and others, to pursue the RTM application. However the RTM company had not agreed to
pay any such charges, and did not do so. Nor had it been ordered to do so by a court.
The Claimant had not agreed to pay those charges herself in substitution for the RTM Company. Nor did she have any legal obligation to do so. However for the convenience of the Defendants, the Second Defendant simply offset these charges against a dividend which would or should have been payable to the Claimant by the First Defendant. Specifically, on 6 October 2014 the Second Defendant sent to the Claimant a cheque for £67.26, having offset, against an MHML dividend of £2,650 properly payable to her by the First Defendant, the sum of £2,582.74 in respect of the fees improperly charged to the RTM Company.
The Claimant (being unwilling to accept an unlawful offset) did not cash the cheque for £67.26 which the Second Defendant had sent her. The Claimant now seeks reimbursement in full of the sum of £2,650 unlawfully misappropriated and/or converted by the Defendants.
(comment/reply) In an email dated 26 March 2014 from her Solicitors they wrote “we no longer repre- sent nor have further contact”. Both Mrs Hillgarth and Mrs Leoni-Sceti were sent copies of the invoice. Mrs Hillgarth was requested to pay on multiple occasions, statements were issued to same effect and when it came to Mitre House Management Limited refunding its four Directors for initial investments on receipt of invoices for Consultancy, all were paid and Mrs Hillgarth’s debt was simply deducted from her payment and a cheque for the balance of £67.26 was presented and indeed a further cheque was issued for £67.26 as no acknowledgement was received from Mrs Hillgarth and perhaps the initial cheque had gone astray. Neither cheques were cashed. (end comment/reply)