Gee v Gee & Anor [2020] EWHC 1842 (Ch) (13 July 2020)

Gee v Gee & Anor [2020] EWHC 1842 (Ch) (13 July 2020)

The second defendant's obligation to transfer shares to the claimant is not conditional on the claimant providing a signed holdover relief claim form; the order is clear and unconditional. The second defendant's failure to deliver the executed stock transfer form constitutes neglect under section 39 of the Senior Courts Act 1981, justifying an order authorising a third party to execute the transfer if he fails to comply.

Citation
[2020] EWHC 1842 (Ch)
Parties
Claimant: John Michael Gee; First Defendant: John Richard Gee; Second Defendant: Robert Gee
Jurisdiction
England and Wales
Judgment Date
13 July 2020
Procedural Posture
Chancery Division Property, Trusts and Probate / Post Judgment Enforcement Application
Outcome
Application granted in part
Legal Topics
Proprietary Estoppel, Enforcement of Court Orders, Share Transfer, Taxation (capital Gains Tax, Holdover Relief), Section 39 Senior Courts Act 1981, Company Records and Register of Members
Equity Property Law Trusts and Estates Company Law Proprietary Estoppel Enforcement of Court Orders Share Transfer Taxation (capital Gains Tax, Holdover Relief) +2 more

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Parties

John Michael Gee

Claimant

John Richard Gee

First Defendant

Robert Gee

Second Defendant

Procedural Posture

Chancery Division Property, Trusts and Probate / Post Judgment Enforcement Application

Legal Issues

  1. 1 Whether the second defendant's obligation to transfer shares is conditional on the claimant's cooperation in applying for holdover relief for capital gains tax purposes
  2. 2 Whether the court should order execution of the stock transfer form by a third party under section 39 of the Senior Courts Act 1981
  3. 3 Whether the court should order delivery up of company books or reconstitution of the register of members

Ratio Decidendi

The second defendant's obligation to transfer shares to the claimant is not conditional on the claimant providing a signed holdover relief claim form; the order is clear and unconditional. The second defendant's failure to deliver the executed stock transfer form constitutes neglect under section 39 of the Senior Courts Act 1981, justifying an order authorising a third party to execute the transfer if he fails to comply.

Court Disposition

Application granted in part

Orders

  • Second defendant to deliver to the claimant a signed stock transfer form for 12,480 shares in John P Gee and Sons Ltd within seven days.
  • If the second defendant fails, Pamela Humphrey is authorised to execute the transfer under section 39 of the Senior Courts Act 1981.