Page 425 - FINAL MASTER 616pp 20-6-19

claim against MHML and its directors) before she issues related civil proceedings against them for fraud, breach of contract, misfeasance and other related matters which are particularized in the Statement of Claim attached. The evidence supporting those related claims is detailed and well substantiated and can be provided to you on request.
The other main reason why Mrs Hillgarth objects to MHML being dissolved is that she fears that the books and records of the company, from which evidence of fraud may be obtained, will simply “disappear” as soon as the company has been dissolved.
Reply: On at least two occasions Mrs Hillgarth has been invited to collect all and any accounting books & documents she wishes to peruse, audit etc etc but has never acknowledged to date.
Background to the Claim
To understand the background, and how this unhappy situation has come about, I should explain that Mrs Hillgarth is one of nine leaseholders in the block of flats at Mitre House. MHML was originally established in August 2011 by four of these leaseholders (including Mrs Hillgarth) to acquire the head lease of Mitre House. Each of the four held 25% of the share capital of MHML and each of the four became a director of MHML (in the case of Jamil Raja through Dima International Limited, a company owned by him).
The objective of establishing MHML in 2011 was to acquire the head lease of Mitre House and to appoint an acceptable independent professional firm to manage the block. However no properly qualified managing agent was ever appointed and Mrs Hillgarth was persuaded, against her better judgement, that MHML would be better off managing the block itself. Thus from January 2012 MHML (through Mr Paul Brown-Constable) managed Mitre House and imposed, as part of the overall service charge, an MHML management charge to its own leaseholders/tenants.
An e-mail sent by Paul Brown-Constable to Mrs Hillgarth on 14 October 2013 at 18.21 is indicative of his real intentions. He claims that he can make her money by utilizing their facilities and abilities. “Were you to tell me you had an idea to make me money I doubt I would complain too much”.... “Think about the money we could be making if we were all pulling together instead of in-fighting”
Reply: My email sent to Mrs Hillgarth an hour earlier on 14 October 2013 at 17.21 in response to some accounts’ queries stated: “Well we are a business, not just as regards Mitre House, but as regards making money however we can even if that includes taking on other blocks to manage etc. That promotion of our services and abilities involves a small outlay of promotional material, business cards, stationery, website etc”
Neither MHML nor Paul Brown-Constable, nor any of its other directors had the qualifications, experience or competence to manage the Property (or any other property). This was specifically acknowledged in an e-mail from Paul Brown-Constable dated 6 November 2011, in which he stated to his co-directors that as none of them had the expertise nor the time to manage the property, they would seek a managing agent.