Criterion Properties Plc v Stratford UK Properties & Ors [2002] EWCA Civ 1783 (18 December 2002)

Criterion Properties Plc v Stratford UK Properties & Ors [2002] EWCA Civ 1783 (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, focusing solely on Oaktree's knowledge of the directors' improper purpose without considering the broader commercial context and the actions of Criterion's own board. The appeal was allowed and the summary judgment set aside.

Citation
[2002] EWCA Civ 1783
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 (high Court, Chancery Division) to Court of Appeal
Outcome
Appeal allowed; summary judgment set aside.
Legal Topics
Directors' Powers and Duties, Apparent Authority, Knowing Receipt, Summary Judgment, Poison Pill Arrangements, Constructive Trusts
Company Law Equity and Trusts Commercial Law Directors' Powers and Duties Apparent Authority Knowing Receipt Summary Judgment Poison Pill Arrangements +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 19 Party arguments 2 Amounts and remedies 2
Sign in to unlock

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 (high Court, Chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether the directors of Criterion acted within their powers in entering into the SSA (poison pill agreement)
  2. 2 Whether Oaktree had sufficient knowledge of the directors' improper purpose to prevent reliance on apparent authority
  3. 3 Whether summary judgment was appropriate in the circumstances

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, focusing solely on Oaktree's knowledge of the directors' improper purpose without considering the broader commercial context and the actions of Criterion's own board. The appeal was allowed and the summary judgment set aside.

Court Disposition

Appeal allowed; summary judgment set aside.

Orders

  • Declaration that the SSA is unenforceable against Oaktree set aside.
  • Matter to proceed to trial for determination of triable issues.