Frankland v Frankland [2017] EWHC 3063 (Ch) (05 December 2017)

Frankland v Frankland [2017] EWHC 3063 (Ch) (05 December 2017)

Clause 8.2 of the cross-option agreement, when interpreted in light of the recitals and the overall purpose of the contract, allows the right to exercise the option to survive termination where the relevant triggering event (critical illness) occurred before termination, even if the insurance payout occurred after. The appellant was therefore entitled to exercise the option and claim the insurance proceeds.

Citation
[2017] EWHC 3063 (Ch)
Parties
Claimant/appellant: Clive Bryan Frankland; Defendant/respondent: Duncan Andrew Frankland
Jurisdiction
England and Wales
Judgment Date
05 December 2017
Procedural Posture
Appeal / High Court Judgment on Appeal From County Court
Outcome
Appeal allowed
Legal Topics
Interpretation of Contracts, Options Agreements, Unjust Enrichment, Shareholder Agreements
Contract Law Equity Interpretation of Contracts Options Agreements Unjust Enrichment Shareholder Agreements

Case Brief

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Parties

Clive Bryan Frankland

Claimant/appellant

Duncan Andrew Frankland

Defendant/respondent

Procedural Posture

Appeal / High Court Judgment on Appeal From County Court

Legal Issues

  1. 1 Whether the right to exercise a put option under a cross-option agreement survived termination of the agreement upon the company ceasing to trade
  2. 2 Whether the respondent was unjustly enriched by retaining the insurance payout

Ratio Decidendi

Clause 8.2 of the cross-option agreement, when interpreted in light of the recitals and the overall purpose of the contract, allows the right to exercise the option to survive termination where the relevant triggering event (critical illness) occurred before termination, even if the insurance payout occurred after. The appellant was therefore entitled to exercise the option and claim the insurance proceeds.

Court Disposition

Appeal allowed

Orders

  • The appellant is entitled to the insurance proceeds of £250,000 from the respondent.