United Kingdom Court of Appeal: In an appeal concerning the redevelopment of the former Hilbury Court Hotel, the appellants claimed that the project was undertaken pursuant to an oral partnership or contractual joint venture under which they were entitled to a share of the development profits. Warby, Falk*, and Miles LJJ, held that the trial judge was entitled to find that no such agreement had been concluded. The Court further held that the documentary evidence relied upon by the appellants showed discussions and expectations regarding profit sharing but did not establish a legally binding arrangement. Accordingly, the appeal was dismissed.
Background
The appellants were EJW Builders Limited (“EJW”) and its sole director and shareholder, Eamonn Wynne. The respondents, Audrey and Edward Marshall, who are husband and wife, owned the former Hilbury Court Hotel in Trowbridge and undertook a redevelopment project following the collapse of a proposed sale to a third-party developer.
The claimants alleged that, by February 2019, the parties had entered into an oral partnership or, alternatively, a contractual joint venture. According to the claimants, they would undertake the building works, receive reimbursement of costs and a weekly salary for Eamonn Wynne, and share the profits of the development, with one-third allocated to the claimants and two-thirds to the Marshalls. The respondents denied the existence of any such arrangement.
The claimants’ pleaded date of 8 February 2019 was derived from a WhatsApp message sent by Eamonn Wynne to a finance broker on that date, which referred to a build cost of £825,000 and stated: “My involvement in this is I have the build cost plus a share in the profits.”
The respondents relied instead on a JCT building contract dated 17 June 2019, under which EJW acted as contractor and the Marshalls as customers at a contract price of £825,000. Following a two-day trial, HHJ Paul Matthews, sitting as a Judge of the High Court, rejected the claimants’ case and held that the only contractual relationship between the parties was the JCT contract. Aggrieved, the claimants preferred the present appeal.
Analysis, Law, and Decision
The Court emphasised that the appeal concerned findings of fact rather than legal principle. The Court reiterated that an appellate court would interfere with factual findings only where they are “plainly wrong”, namely where no reasonable judge could have reached the conclusion in question. The Court further noted that particular caution is required where the trial judge has assessed witness credibility through oral evidence and cross-examination.
The Court rejected the challenge to the trial judge’s finding that the alleged profit-sharing arrangement was implausible. The Court held that the judge was entitled to conclude that the claimants’ case required acceptance of the proposition that the Marshalls had agreed to give the claimants one-third of the redevelopment profits, reimburse building costs and pay Eamonn Wynne a salary, while the claimants took none of the financial risk associated with the project.
The Court also noted that, on the claimants’ pleaded case, the arrangement would have amounted to gifting the Marshalls’ entire existing equity in the hotel, worth approximately £375,000 at the time, to the partnership, a consequence for which no justification had ever been offered. Combined with the fact that Eamonn Wynne was to receive a weekly salary of £1,500 in addition to a one-third profit share, the Court found the alleged arrangement implausible on its face.
The Court rejected the submission that the trial judge had failed properly to consider contemporaneous documentary evidence and held that the judge had considered the documents relied upon by the claimants and was entitled to reach the conclusions that he did. The Court noted that the documents referred to discussions about profit sharing. However, it held that they did not compel the conclusion that a binding agreement had been reached. It further noted the trial judge’s finding that repeated attempts were made to document the alleged arrangement.
The Court also referred to uncertainty regarding the parties to the alleged agreement and the basis upon which profits were to be calculated and shared. It held that the trial judge was entitled to conclude that the claimants had not established the existence of a legally binding agreement. The Court agreed with the trial judge’s finding that Eamonn Wynne believed he would receive a share of the redevelopment profits. However, it held that the documentary evidence did not require the conclusion that such an arrangement had been agreed. The Court concluded that the trial judge was entitled to find that discussions concerning profit sharing never materialised into a legally enforceable agreement.
The Court noted that the claimants accepted that their partnership claim depended substantially upon establishing the alleged profit-sharing arrangement. Since the trial judge had been entitled to find that no such legally enforceable agreement existed, there was no basis for disturbing the conclusion that no partnership had arisen. Thus, the Court held that the trial judge was entitled to conclude that the claimants had failed to establish the existence of either a partnership or a contractual profit-sharing arrangement in relation to the redevelopment project. Accordingly, the Court dismissed the appeal.
[EJW Builders Ltd v. Marshall, [2026] EWCA Civ 911, decided on 20-7-2026]
*Judgment authored by- Lady Justice Falk
Advocates who appeared in this case:
For the Appellants: Jessica Powers, instructed by Contract Answers Solicitors.
For the Respondents: Rory Brown KC and Rabin Kok, instructed by Morgan, Lewis and Bockius UK LLP.
