Sally Elizabeth Johnson v Howard Duncan Spooner & Anor.

Sally Elizabeth Johnson v Howard Duncan Spooner & Anor.

The declarations as to timing of share transfer are upheld, not on the basis that transfer was due on the date of first payment, but because there was an implied term that the share would be transferred within a reasonable time, which in the circumstances was by the time of the first payment. The agreement and its variation were binding, and the absence of a formally executed guarantee did not prevent enforceability.

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
Civil Appeal / Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Share Transfer, Settlement Agreements, Guarantee Formalities
Contract Law Company Law Implied Terms Share Transfer Settlement Agreements Guarantee Formalities

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 3 Authorities cited 6 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Sally Elizabeth Johnson

Appellant/claimant

Howard Duncan Spooner

Respondent/defendant

Quay Street Ltd

Respondent/defendant

Procedural Posture

Civil Appeal / Appeal Judgment

Legal Issues

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

Ratio Decidendi

The declarations as to timing of share transfer are upheld, not on the basis that transfer was due on the date of first payment, but because there was an implied term that the share would be transferred within a reasonable time, which in the circumstances was by the time of the first payment. The agreement and its variation were binding, and the absence of a formally executed guarantee did not prevent enforceability.

Court Disposition

Appeal dismissed

Orders

  • Declarations as to timing of share transfer and director resignation upheld on the basis of an implied term of transfer within a reasonable time
  • No order for re-trial; findings of fact below stand