Ruhul Amin v Shuman Ahmed

• Jurisdiction: Belize
• Judge: Chabot, J.
• Judgment Date: 08 December 2024
• Docket Number: CLAIM No. CV 670 of 2022
• Court: Supreme Court (Belize)

BETWEEN:

Ruhul Amin

Claimant

and

Shuman Ahmed

Defendant

CLAIM No. CV 670 of 2022

IN THE SENIOR COURTS OF BELIZE

IN THE HIGH COURT OF BELIZE

Appearances:

Ashanti Arthurs Martin and Erin Alexis Quiros for the claimant

Estevan A. Perera and Chelsea D. Sebastian for the defendant

Chabot, J.

1 The parties operated Hotel Ocean Paradise, a hotel in San Pedro, Ambergris Caye, until January 2023. Mr. Ruhul Amin filed this claim seeking a declaration that he holds a 60% partnership interest in Hotel Ocean Paradise. Mr. Amin alleges that the defendant, Mr. Shuman Ahmed, holds property in trust for and on behalf of the partnership and seeks a declaration to that effect. Mr. Amin further seeks damages for Mr. Ahmed's alleged breach of the partnership, and an accounting of all profits earned by Hotel Ocean Paradise as of August 2022.

2 Mr. Ahmed denies that he purchased property for and on behalf of the partnership. Mr. Ahmed alleges that he, alone, has been making payments towards its purchase price, and he therefore does not hold property in trust for the partnership. He further denies that he breached the partnership. Mr. Ahmed filed a counterclaim in which he seeks a declaration that he is the sole equitable owner of the property, and the settlement of the partnership's accounts.

3 For the reasons outlined in this judgment, I deny the claim except for a declaration that Mr. Amin is entitled to a 60% interest in the partnership. Mr. Amin has failed to prove, on a balance of probabilities, that Mr. Ahmed holds property in trust for the partnership. As a result, I grant Mr. Ahmed's counterclaim and declare that he is the sole equitable owner of the property. The partnership is dissolved as of 18 ^th January 2023, and an accountant is appointed to settle the accounts of the partnership.

Background

4 In 2014, Mr. Ahmed entered into a hotel business with Mr. MD Azad Miah, Mr. Shahnaj Kamil, and Mr. MD Sharifuzzaman (the “Original Partners”). The Original Partners registered the business name “Hotel Ocean Paradise” to operate the hotel business.

5 Hotel Ocean Paradise is operated from the 2 ^nd and 3 ^rd floors of a building located at 25 Barrier Reef Drive, being Parcel 1056, Block 7 in the San Pedro Registration Section (the “Property”). The 2 ^nd and 3 ^rd floors of the Property were originally leased from the building owner, Mr. Felipe Paz Jr. In 2016, Mr. Paz decided to sell the 2 ^nd and 3 ^rd floors of the Property. On 1 ^st December 2016, Mr. Paz entered into a sale agreement with Mr. Ahmed for the agreed purchase price of BZ$1,000,000.00 (the “Sale Agreement”). The parties dispute whether Mr. Ahmed entered into the Sale Agreement for and on behalf of the Original Partners.

6 On 26 ^th October 2021, Mr. Amin agreed to purchase Mr. Miah and Mr. Kamil's interest in Hotel Ocean Paradise. Mr. Amin paid BZ$100,000.00 to each for the acquisition of their combined 40% interest.

7 Mr. Amin alleges that on 27 ^th October 2021, he, along with Mr. Ahmed and Mr. Sharifuzzaman, signed an agreement by which Mr. Ahmed acknowledged the partnership's interest in the Property being purchased from Mr. Paz, and agreed that title to the Property would be transferred to Mr. Amin, Mr. Ahmed, and Mr. Sharifuzzaman (the “Transfer Document”).

8 On 29 ^th October 2021, Mr. Amin agreed to purchase Mr. Sharifuzzaman's 20% interest in Hotel Ocean Paradise for the sum of BZ$100,000.00. Mr. Amin alleges that from that point on, Mr. Ahmed treated him as the 60% owner of Hotel Ocean Paradise.

9 Mr. Amin alleges that Mr. Ahmed breached the partnership. According to Mr. Amin, Mr. Ahmed, his wife, and his brother, Mr. Shahriar Ahmed, occupy rooms in the hotel without paying any compensation to the partnership. Mr. Amin makes various other allegations in support of his claim that Mr. Ahmed has breached the partnership, including that Mr. Ahmed has unplugged a security camera installed by Mr. Amin to monitor the activities at the hotel; that he has refused to account to Mr. Amin for any revenue, expenses, or profits generated by the hotel; that he terminated the employment of Mr. Shahadat Hussain, who had been hired to represent Mr. Amin's interest; that he has excluded Mr. Amin from participating in the management and decisions in respect of Hotel Ocean Paradise; and, that he has denied the existence of any partnership in relation to the purchase of the Property. Mr. Amin alleges that as a result of Mr. Ahmed's breach of the partnership, he has suffered loss.

10 Mr. Amin seeks the following relief in the claim:

• 1. A declaration that the claimant holds 60% partnership interest in Hotel Ocean Paradise, which partnership was established by the registration of Hotel Ocean Paradise under the Business Names Act.

• 2. An order directing the defendant to execute the appropriate form required by the Companies Registry to effect the change of ownership of the business name, Hotel Ocean Paradise, to remove MD Sharifuzzaman as an owner so that the claimant would be reflected as the 60% owner and the defendant as the 40% owner of the business name.

• 3. A declaration that the defendant entered into an agreement dated 1 ^st December 2016 for the purchase of Parcel 1056, Block 7 in the San Pedro Registration Section, for and on behalf of the business, Hotel Ocean Paradise, and all rights under the agreement are held by the defendant in trust for the partners of Hotel Ocean Paradise.

• 4. A declaration that the claimant is entitled to 60% share of any profits or revenue generated from the use/rental of the 2 ^nd and 3 ^rd floors of Parcel 1056, Block 7 in the San Pedro Registration Section, commencing on 1 ^st January 2023 to the date of determination of this claim.

• 5. Damages for breach of the partnership constituted between the claimant, defendant, and MD Sharifuzzaman by the registration of Hotel Ocean Paradise under the Business Names Act.

• 6. An order that the defendant accounts for all profits earned by Hotel Ocean Paradise as of August 2022.

• 7. An order directing the defendant and his brother Shahriar Ahmed, to vacate the rooms they occupy at Hotel Ocean Paradise.

• 8. An order that the defendant pays compensation for the unauthorized use of hotel rooms by him and his brother, Shahriar Ahmed, for the periods commencing 1 ^st June 2022 and 1 ^st April 2022, respectively, to the date the rooms are vacated.

• 9. A declaration that the Lease Agreement dated 30 ^th May 2017 and purportedly executed between the defendant, MD Azad Miah, MD Sharifuzzaman and Shahnaj Kamil is a fraudulent document, as neither MD Azad Miah, MD Sharifuzzaman nor Shahnaj Kamil executed the said Lease.

• 10. Interest pursuant to sections 175 and 176 of the Senior Courts Act, 2022.

• 11. Costs.

11 Mr. Ahmed's position is that the partnership was in respect to the hotel business only. Through the Sale Agreement, he became the sole equitable owner of the 2 ^nd and 3 ^rd floors of the building owned by Mr. Paz. He paid Mr. Paz a deposit of BZ$150,000.00 for the purchase of the Property, and pays the monthly instalments to Mr. Paz by leasing 14 rooms and a laundry room to the partnership for the operation of the hotel business (the “Lease Agreement”). Mr. Ahmed denies that he purchased the Property on behalf of the Original Partners or anyone else.

12 Mr. Ahmed alleges that Mr. Amin committed fraud by tricking him into signing the Transfer Document. According to Mr. Ahmed, after Mr. Amin joined the partnership, Mr. Ahmed was presented with a Lease Assignment Agreement, which he signed. However, unbeknownst to Mr. Ahmed, Mr. Amin attached the signature page of the Lease Assignment Agreement to the Transfer Document. The Transfer Document is therefore fraudulent. Even if the Transfer Document is not fraudulent, Mr. Ahmed alleges that it is of no effect in law because it has no consideration and lacks all of the requirements to be a legal arrangement.

13 Mr. Ahmed denies breaching the partnership. Mr. Ahmed alleges that Mr. Amin only has a 40% interest in Hotel Ocean Paradise because Mr. Sharifuzzaman failed to transfer his interest to Mr. Amin in compliance with section 21 of the Business Names Act, 1 and his name remains on the Business Name Certificate. Mr. Ahmed further alleges that he has been reporting monthly revenue and expenses to Mr. Amin, that Mr. Hussain left the employment on his own, and that the camera was unplugged by his brother who rents the ground floor of the Property from Mr. Paz. Mr. Ahmed denies the rooms he, his wife, and his brother occupy form part of the hotel business. Mr. Ahmed alleges that he leases 14 rooms and a laundry room to the partnership, and uses the remaining room, which he has renovated into a small 2-bedroom apartment, as his living quarters.

14 Mr. Ahmed admits that Mr. Amin is entitled to BZ$1,548.00, being his share of the profits generated by Hotel Ocean Paradise for the period 1 ^st August 2022 to December 2022. The partnership was dissolved and Hotel Ocean Paradise ceased operations in January 2023.

15 Mr. Ahmed filed a counterclaim seeking the following relief:

• 1. A Declaration that the defendant is the sole equitable owner of the 2 ^nd and 3 ^rd floors of the building located on Parcel 1056, Block 7 in the San Pedro Registration Section by virtue of his sale agreement with Mr. Felipe Paz.

• 2. A declaration that no written document or trust exists between the defendant and the original parties in respect to the 2 ^nd and 3 ^rd floors of the building.

• 3. A declaration that the partnership established by the registration of Hotel Ocean Paradise under the Business Name Act between the claimant, defendant and

  MD Sharifuzzaman is dissolved as of the 9 ^th of January, 2023 or the 18 ^th of January 2023 pursuant to section 34(c) of the Partnership Act of Belize when the defendant delivered his notice at the address of the hotel business where the partnership operates from personally served...