Criterion Properties Plc v Stratford UK Properties Llc & Ors [2002] EWHC 496 (Ch) (27th March, 2002)

Criterion Properties Plc v Stratford UK Properties Llc & Ors [2002] EWHC 496 (Ch) (27th March, 2002)

Oaktree has no realistic prospect of showing Criterion's board acted properly in entering the second supplementary agreement; Oaktree had actual knowledge of the circumstances constituting breach of duty, disabling reliance on apparent authority; the agreement is not enforceable against Criterion.

Citation
[2002] EWHC 496 (Ch)
Parties
Claimant: Criterion Properties PLC; 1st Defendant: Stratford UK Properties LLC; 2nd Defendant: Aubrey Glaser; 3rd Defendant: Criterion-Stratford Umbrella GP Ltd
Jurisdiction
England and Wales
Procedural Posture
Commercial Chancery / Summary Judgment Applications
Outcome
Summary judgment refused for Oaktree; summary judgment granted for Criterion on apparent authority point.
Legal Topics
Directors' Duties, Apparent Authority, Constructive Trusts, Shareholder Protection, Variation of Agreements
Company Law Equity Contract Law Directors' Duties Apparent Authority Constructive Trusts Shareholder Protection Variation of Agreements

Case Brief

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Parties

Criterion Properties PLC

Claimant

Stratford UK Properties LLC

1st Defendant

Aubrey Glaser

2nd Defendant

Criterion-Stratford Umbrella GP Ltd

3rd Defendant

Procedural Posture

Commercial Chancery / Summary Judgment Applications

Legal Issues

  1. 1 Whether the second supplementary agreement was binding on Criterion
  2. 2 Whether Criterion's board acted in breach of duty
  3. 3 Whether Oaktree had notice of improper purpose

Ratio Decidendi

Oaktree has no realistic prospect of showing Criterion's board acted properly in entering the second supplementary agreement; Oaktree had actual knowledge of the circumstances constituting breach of duty, disabling reliance on apparent authority; the agreement is not enforceable against Criterion.

Court Disposition

Summary judgment refused for Oaktree; summary judgment granted for Criterion on apparent authority point.

Orders

  • Second supplementary agreement set aside as unenforceable against Criterion
  • Oaktree cannot enforce Put Notice under Clause 7A of ISA as amended