Criterion Properties Plc v Stratford UK Properties LLC & Ors [2002] EWCA Civ 1883 (18 December 2002)

Criterion Properties Plc v Stratford UK Properties LLC & Ors [2002] EWCA Civ 1883 (18 December 2002)

The Court of Appeal held that the issues of authority, knowledge, and unconscionability in the context of the SSA and the parties' commercial relationship raised triable issues unsuitable for summary judgment. The judge's approach was too narrow in focusing solely on Oaktree's actual knowledge of the circumstances, without considering the broader commercial context and the actions of both parties. The appeal was allowed and the summary judgment set aside.

Citation
[2002] EWCA Civ 1883
Parties
Claimant and Respondent: Criterion Properties Plc; First Defendant and Appellant: Stratford UK Properties, LLC; Second Defendant: Aubrey Glaser; Third Defendant: Criterion-Stratford Umbrella GP Limited
Jurisdiction
England and Wales
Judgment Date
18 December 2002
Procedural Posture
Civil Appeal / Appeal From Summary Judgment in the High Court (chancery Division) to the Court of Appeal
Outcome
Appeal allowed; summary judgment set aside; matter to proceed to trial.
Legal Topics
Directors' Duties, Apparent Authority, Knowing Receipt, Summary Judgment, Poison Pill Arrangements, Constructive Trusts
Company Law Equity and Trusts Commercial Law Directors' Duties Apparent Authority Knowing Receipt Summary Judgment Poison Pill Arrangements +1 more

Case Brief

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Parties

Criterion Properties Plc

Claimant and Respondent

Stratford UK Properties, LLC

First Defendant and Appellant

Aubrey Glaser

Second Defendant

Criterion-Stratford Umbrella GP Limited

Third Defendant

Procedural Posture

Civil Appeal / Appeal From Summary Judgment in the High Court (chancery Division) to the Court of Appeal

Legal Issues

  1. 1 Whether the directors of Criterion acted within their powers and duties in entering into the SSA (poison pill agreement)
  2. 2 Whether Oaktree had sufficient knowledge of the improper purpose to be unable to rely on the apparent authority of Criterion's board
  3. 3 Whether summary judgment was appropriate given the factual disputes

Ratio Decidendi

The Court of Appeal held that the issues of authority, knowledge, and unconscionability in the context of the SSA and the parties' commercial relationship raised triable issues unsuitable for summary judgment. The judge's approach was too narrow in focusing solely on Oaktree's actual knowledge of the circumstances, without considering the broader commercial context and the actions of both parties. The appeal was allowed and the summary judgment set aside.

Court Disposition

Appeal allowed; summary judgment set aside; matter to proceed to trial.

Orders

  • Appeal allowed with costs.
  • Costs below to be in the case.