Brightside Enterprises Ltd v Ruby Joann Lightbourne-Lamb; Gwyneth Irene Lightbourne v Ruby Joann Lightbourne-Lamb

• Jurisdiction: Bermuda
• Judge: Shade Subair Williams J
• Judgment Date: 31 July 2023
• Docket Number: 2014 No: 192
• Court: Supreme Court (Bermuda)

BETWEEN:

Brightside Enterprises Limited

Plaintiff

and

Ruby Joann Lightbourne-Lamb

Defendant

BETWEEN:

Gwyneth Irene Lightbourne

Plaintiff

and

Ruby Joann Lightbourne-Lamb

First Defendant

Lieutenant Colonel Edward J Lamb

Second Defendant

[2023] SC (Bda) 64 Civ. 31 July 2023

2014 No: 192

2015 No: 130

In The Supreme Court of Bermuda

CIVIL JURISDICTION

Trial — Claim for Repayment of Unpaid Loans — Whether money advanced as a loan or a gift — Whether written loans were forgiven — Presumption of Undue Influence — Unjust Enrichment — Monies had and received — Breach of Fiduciary Duty — Equitable Doctrine of Laches — Statutory Limitation Period — Sections 7 and 30 of the Limitation Act 1984 — Judgment Interest

Plaintiff: Mr. Kevin Taylor ( Walkers Bermuda Limited)

Defendants: Mr. Christopher Swan ( Christopher E. Swan & Co.)

JUDGMENT of Shade Subair Williams J

Introduction:

1 This is the judgment for two actions which were tried together by reason of the shared factual background. Case 192 of 2014 is a corporate action for a claim of $82,991.35 alleging monies had and received (“the corporate claim”). Case 130 of 2015 consists of personal claims for multiple unpaid loans (“the personal claims”).

2 Undeniably, the provenance and result of this litigation is one and of the same: ubiquitous debris trailing from the fractured relationship between a mother and daughter.

3 The mother in this case is Mrs. Gwyneth Irene Lightbourne (“Mrs. L”/ “the Mother”/ the Plaintiff”), now an elderly lady of over 90 years in age, notwithstanding her well- groomed and fashionable presence and her acute sense of awareness. Mrs. L is the Plaintiff in the personal claims and the driving force for the corporate claim. (No issue arose on her capacity to bring a claim in the name of the Plaintiff Company.)

4 The daughter, Mrs. Ruby Joann Lightbourne-Lamb (“Mrs. LL” / “the Daughter” / “the First Defendant”) is the sole Defendant party to the corporate claim and is the First Defendant in the personal claims brought by Mrs. L. The Second Defendant to the personal claims is the First Defendant's husband, Lieutenant Colonel Edward J. Lamb (“Mr. LCL” / “the Son in Law”/ “the Second Defendant”). Mr. LCL is neither a shareholder nor director of the Company. This has always been so.

5 Mr. Willard Lightbourne (the “Deceased”) was the founding director and a major shareholder of Brightside Enterprises Limited (“Brightside” / “the Company”). He was also husband to Mrs. L and father to Mrs. LL, both of whom are also directors of Brightside.

6 Having reserved the Court's decision at the conclusion of the trial, I now provide the judgment for both the corporate claim and the personal claims with my reasons as outlined further below.

The Agreed and Background Facts

7 At trial, I heard the evidence of Mrs. L (the Mother), Mrs. LL (the Daughter) and Mr. LCL (the Son in law). In doing so I had the benefit of observing the demeanour of each witness and their manner of response as their oral evidence was tested under cross-examination.

8 By way of background, the Plaintiff and the Deceased (collectively “the Parents”) achieved much financial success over the course of their marriage and partnership in Brightside. Their legacy clearly targeted the growth of family wealth, evidenced by the assets and properties which were gifted to each of their three children, namely the Daughter, her brother Michael and her sister Andrea (collectively “the Children”).

9 The Children are all beneficiaries of the Gwen-Will Lightbourne Trust which was settled by the Parents. Each of the Children are also recipients of a gift of real property from the Parents by way of voluntary conveyance. (The property which was gifted to the First Defendant is located at #6 Spanish Crescent, Knapton Hill, Smith's Parish, adjacent to the property in which the Plaintiff resides or resided at all material times.)

10 There was unchallenged evidence before this Court that the Deceased in his will (the “Will”) stated: “ If my wife should predecease me, then I direct my Trustees to distribute my personal estate in the matter hereinafter expressed.” In the Will the Deceased provided directions for the allocation and distribution of the following categories of his assets:

• A. The Deceased's shares held in HSBC Bank of Bermuda and

• B. The Deceased's shares held in Brightside (the Company)

11 These assets were to be bequeathed to each of the Children and the grandchildren of the Deceased in equal shares. The Daughter, under cross-examination, agreed that she and both of her siblings held equal shares in Brightside. She also agreed that each of the Children were Directors in the Company.

12 The Will also provided that the ‘ rest and residue’ of the assets were to be divided amongst the Children as they themselves would see fit. The Daughter's evidence at trial, however, was that the Deceased, during his lifetime, acted differently to what he expressed to be his desire in his Will. Offering an example, the Daughter told this Court that her father, before his passing, had gifted his Rolex watch to her son, contrary to the manner in which the distribution of his assets was to be decided in accordance with the Will.

13 As to the timeline related to the Deceased's failing health, contention arose on whether the Deceased was gravely ill by mid-September 2010. The Plaintiff's case was that by this point, the Deceased was on his ‘death bed’ and was in significant physical pain, such that he was being administered morphine under the joint care of the First Defendant and a private nurse. The First Defendant (the Daughter) refuted this description of the Deceased's health in September 2010 and volunteered in her oral evidence that her father was of sound mind at that stage of his life. Notably, some four months later in January 2011 the Deceased's life expired.

14 It was clear throughout this litigation that there is a profound family divide which now leaves the Mother on one side of the battle and the Daughter and her husband, Mr. LCL, on the other. Both sides, however, agree that the Daughter was always particularly close to the Deceased, her father. Examples of their bond was evidenced at trial and there was no dispute that the Daughter played a major role in his care during his terminal stage of illness. The warmth and adoration between the Deceased and the Daughter seems to have been extended to embrace the Son in Law, Mr. LCL.

15 By sad contrast, it was plain to see on the evidence before this Court that the Daughter never enjoyed an emotionally close relationship with her mother for any prolonged or significant period, even during her childhood. While they appear to have had spurts of affection, the case advanced by the Defence was that the Mother has spent a lifetime obsessing over the growth of the family business, while leaving her daughter to search for love and nurturing elsewhere. Against that background, I dare say that no matter the result of this bitterly-fought litigation, these family members have all lost something far greater than money in the end.

Summary of the Claims

16 The Plaintiff's case in both actions was grounded on the oral evidence of the Mother, who is a director and shareholder of the Plaintiff Company.

17 The impetus for corporate claim, which is against only the Daughter, stems from a $90,000.00 payment to her from Brightside's corporate account (the “company payment”). This payment was made in the form of a cheque signed by the Deceased. The Plaintiff's case is that either this payment was a company loan with interest at the rate of 5% per annum or that it was wrongly made to the Daughter as it conferred no benefit to the Company and constituted a breach of her fiduciary duty.

18 The personal claims according to the Plaintiff's case may be categorized as four separate loans plus a claim for unpaid rental profits:

• (i) The First Loan: A loan made in the principal sum of $165,000.00 with the requirement of payment of interest at the annual rate of 5%. Prior to the extension and increase on the First Loan, payments were made up until February 2009 thereby reducing the balance owed on the principal sum to $77,421.18.

• (ii) The Second Loan: A loan made in the principal sum of $150,000.00 together with an annual interest rate of 6% ($24.66 per day) To date, the whole of the principal sum remains outstanding.

• (iii) The Combined First and Third Loan: A loan for the additional sum of $50,000.00 was applied as a top-up to the outstanding balance owed on the First Loan. The current balance owed on this combined loan is $98,148.44 plus interest accruing ($13.44 per day).

• (iv) The Fourth Loan (The Bank Transfers): Two transfers were made from the joint HSBC account of Mrs. L and the Deceased to Mrs. L-L and/or Mr. LCL. The first transfer was made on 24 September 2009 in the amount of $1,446,422.96 and the second transfer was made on 16 October 2009 for the sum of $110,020.11. The aggregate principal amount is $1,556,443.07.

• (v) The Cottage (Claim for half of Rent Profits): By Voluntary Conveyance dated 14 October 1991 Mrs. L and the Deceased conveyed a portion of their interests in the real property situated at Cartwheel Cottage in Smith's Parish (“the Cottage”). The Plaintiff claims 50% of the rents and profits received by the Defendants in respect of the Cottage for the period of 11 January 2011 onwards.

19 The Defendants' case is that the monies which form the subject of the corporate claim for $90,000.00 was at all times a gift from the Deceased.

20 As for the Combined First and Third Loan and the Second Loan, the Defendants say that these loans were forgiven by the Deceased.

21 In respect of the bank transfers (the Fourth Loan), the Defendants maintain this was a gift from the Deceased.

The Corporate Claim

22 Brightside, a limited liability company, was incorporated in...