Gloyne v Richardson & Anor [2001] EWCA Civ 716 (18 May 2001)

Gloyne v Richardson & Anor [2001] EWCA Civ 716 (18 May 2001)

The majority held that R's option rights were not diminished by the 1993 sale; the option covered 3.498% of EMG's original shareholding (38,085 shares). The option was not exercised in 1996 as required by the agreement. The letter agreement did not constitute an accord and satisfaction due to a common mistake as to the exercise of the option. No estoppel by convention arose because R resiled from the convention. Thus, R's option rights remained undiminished and EMG was not entitled to recover the payment made.

Citation
[2001] EWCA Civ 716
Parties
Claimant/respondent: Edward Michael Gloyne; Defendant/appellant: Linda Rosemary Richardson; Part 20 Defendant/respondent: Barber Young Burton & Rind (A Firm)
Jurisdiction
England and Wales
Judgment Date
18 May 2001
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From Chancery Division
Outcome
Appeal allowed in part; declaration that R's option rights were undiminished by the 1993 sale; no accord and satisfaction; no estoppel; further argument invited on consequential orders.
Legal Topics
Option Agreements, Accord and Satisfaction, Estoppel by Convention, Contract Construction, Shareholder Rights
Contract Law Equity Option Agreements Accord and Satisfaction Estoppel by Convention Contract Construction Shareholder Rights

Case Brief

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Parties

Edward Michael Gloyne

Claimant/respondent

Linda Rosemary Richardson

Defendant/appellant

Barber Young Burton & Rind (A Firm)

Part 20 Defendant/respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From Chancery Division

Legal Issues

  1. 1 Whether the option under the agreement was exercised in 1996
  2. 2 Whether there was an accord and satisfaction discharging the option rights
  3. 3 Whether an estoppel by convention arose binding the parties to a particular construction

Ratio Decidendi

The majority held that R's option rights were not diminished by the 1993 sale; the option covered 3.498% of EMG's original shareholding (38,085 shares). The option was not exercised in 1996 as required by the agreement. The letter agreement did not constitute an accord and satisfaction due to a common mistake as to the exercise of the option. No estoppel by convention arose because R resiled from the convention. Thus, R's option rights remained undiminished and EMG was not entitled to recover the payment made.

Court Disposition

Appeal allowed in part; declaration that R's option rights were undiminished by the 1993 sale; no accord and satisfaction; no estoppel; further argument invited on consequential orders.