Johnson v Spooner & Anor [2023] EWHC 8 (Ch) (11 January 2023)

Johnson v Spooner & Anor [2023] EWHC 8 (Ch) (11 January 2023)

The judge erred in identifying the implied term as requiring transfer of the share on the date of the first payment, but a term should be implied that the share be transferred within a reasonable time. On the facts, a reasonable time had passed by the time proceedings commenced, obliging Mrs Johnson to transfer her share. The appeal fails as the declarations are upheld on the basis of the correct implied term.

Citation
[2023] EWHC 8 (Ch)
Parties
Appellant/claimant: Sally Elizabeth Johnson; Respondent/defendant: Howard Duncan Spooner; Respondent/defendant: Quay Street Ltd
Jurisdiction
England and Wales
Judgment Date
11 January 2023
Procedural Posture
Chancery Appeal / Appeal From Order of Insolvency and Companies Court Judge
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Share Transfer, Settlement Agreements, Personal Guarantee, Rectification of Register
Contract Law Company Law Implied Terms Share Transfer Settlement Agreements Personal Guarantee Rectification of Register

Case Brief

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Parties

Sally Elizabeth Johnson

Appellant/claimant

Howard Duncan Spooner

Respondent/defendant

Quay Street Ltd

Respondent/defendant

Procedural Posture

Chancery Appeal / Appeal From Order of Insolvency and Companies Court Judge

Legal Issues

  1. 1 Whether the judge was wrong in law to imply terms as to timing of share transfer and resignation into the oral and varied agreements
  2. 2 Whether a binding agreement was reached despite the guarantee not being formally executed
  3. 3 Whether the declarations as to timing of share transfer were justified

Ratio Decidendi

The judge erred in identifying the implied term as requiring transfer of the share on the date of the first payment, but a term should be implied that the share be transferred within a reasonable time. On the facts, a reasonable time had passed by the time proceedings commenced, obliging Mrs Johnson to transfer her share. The appeal fails as the declarations are upheld on the basis of the correct implied term.

Court Disposition

Appeal dismissed

Orders

  • Declarations as to timing of share transfer and resignation upheld, but on the basis of an implied term requiring transfer within a reasonable time.