Frankland v Frankland
Clause 8.2 of the agreement is capable of being interpreted to allow the option right to survive termination where the triggering event (critical illness) occurred before termination. The recitals and the overall purpose of the agreement support this interpretation. Therefore, the appellant's right to exercise the option survived termination and the relevant provisions of clause 2 continue to apply.
- Parties
- Claimant/appellant: Clive Bryan Frankland; Defendant/respondent: Duncan Andrew Frankland
- Jurisdiction
- England and Wales
- Judgment Date
- 05 December 2017
- Procedural Posture
- Civil Appeal / Judgment on Appeal
- Outcome
- Appeal allowed
- Legal Topics
- Interpretation of Contract, Options in Share Agreements, Termination of Contract, Unjust Enrichment
Case Brief
Summary, issues, holding and outcome
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Parties
Clive Bryan Frankland
Claimant/appellant
Duncan Andrew Frankland
Defendant/respondent
Procedural Posture
Civil Appeal / Judgment on Appeal
Legal Issues
- 1 Whether the right to exercise a share purchase option under a cross-option agreement survives termination of the agreement
- 2 Whether the respondent is unjustly enriched by retaining the insurance payout
Ratio Decidendi
Clause 8.2 of the agreement is capable of being interpreted to allow the option right to survive termination where the triggering event (critical illness) occurred before termination. The recitals and the overall purpose of the agreement support this interpretation. Therefore, the appellant's right to exercise the option survived termination and the relevant provisions of clause 2 continue to apply.
Court Disposition
Appeal allowed
Orders
- The appeal is allowed.
Full Case Text
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