Yap (Clifton) v Raymond Hugh and Mirage Entertainment Ltd

• Jurisdiction: Jamaica
• Judge: W. A. James, J.
• Judgment Date: 10 December 1999
• Judgment citation (vLex): [1999] 12 JJC 1002
• Court: Supreme Court (Jamaica)
• Date: 10 December 1999

IN THE SUPREME COURT OF JUDICATURE OF JAMAICA

IN COMMON LAW

BETWEEN

CLIFTON YAP

PLAINTIFF

AND

RAYMOND HUGH

1ST DEFENDANT

AND

MIRAGE ENTERTAINMENT LTD.

2ND DEFENDANT

CONTRACT - Club construction - Use of fees toward acquisition of shares in club - Breach of contract - Claim for outstanding construction fees

W. A. James, J

1 The Plaintiff is a registered Architect and the First Defendant the Managing Director of a manufacturing Company.

2 In or about October, 1990 the Plaintiff and First Defendant agreed that the Plaintiff would render professional services in relation to the construction of a disco club at Sovereign Centre and would be paid 13½% of the construction costs as fees by the First Defendant.

3 The club was incorporated on February 27, 1991 as Mirage Entertainment Limited and was opened on or about June 30, 1994. Mirage Entertainment Limited shall be referred to hereafter as the Club.

4 During the construction of the Club, the First Defendant had discussions with the Plaintiff concerning whether the Plaintiff would be interested in using his fees towards acquisition of shares in the Club. This discussion was either in 1991 according to the First Defendant or in 1992 as stated by the Plaintiff.

5 Following the discussions, the Plaintiff wrote the First Defendant on September 27, 1993, a letter tendered in evidence as Exhibit 3. The Plaintiff stated in paragraph 1 of the Exhibit as follows:

"As previously discussed and agreed, it is my intention to use accrued fees on this project to purchase equity in the disco, however, I would like out of pocket expenses to be paid separately."

6 Up to that time neither of the parties could have known what the construction costs were likely to be. Hence, the fees to which the Plaintiff would be entitled would await the determination of such costs.

7 On October 10, 1994 the Plaintiff wrote a letter to the First Defendant, and this leter was admitted in evidence as Exhibit 4. In Exhibit 4, the Plaintiff expressed his desire to meet with the First Defendant "as soon as possible" to finalise the following ....

• (1) Architectural/Interior Design fees

• (2) Overall Project cost

• (3) Share equity value of fees and time table for issueing of shares.

• (4) Shareholders rights and access to financial information.

• (5) Cash flow projections to estimate pay-back of investments etc.

8 The Plaintiff did not receive any response to Exhibit 4, and in December 14, 1994 again wrote the First Defendant a letter, admitted in evidence as Exhibit 5A.

9 The Plaintiff complained of several issues. They included not being responded to in respect of Exhibit 4, that his further involvement as a shareholder/director is non-existent as he had never been invited to any meetings, nor had he been asked his opinion about matters concerning the Club's operation.

10 He wrote in paragraph 5 as follows:-

"I have therefore decided that it is in our mutual interest that I resign as a director of Mirage Entertainment Limited (assuming that I was formally appointed) and that, I be paid for my Architectual and Interior Design Services, as the matter of share equity has not been quantified or formalised."

11 In Exhibits 3 & 5A lie the essence of the case. It seems clear from the pleadings, and further from the evidence, that...