Smith v Charles Building Services Ltd & Anor

Smith v Charles Building Services Ltd & Anor

Once the transfer of Steve's share was found invalid, Steve had a prima facie right to rectification of the register. The onus was on Terry to show why rectification should not be granted, and he failed to do so. The parties intended Steve to have a shareholding, and there was no fraud or improper conduct in the original registration. Therefore, the register should be rectified to restore Steve's shareholding.

Parties
Claimant: Steven Leslie Smith; First Defendant: Charles Building Services Ltd; Second Defendant: Terence Smith
Jurisdiction
England and Wales
Judgment Date
19 January 2006
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
Appeal dismissed
Legal Topics
Rectification of Register of Members, Shareholding Disputes, Burden of Proof, Company Incorporation, Beneficial Ownership
Company Law Rectification of Register of Members Shareholding Disputes Burden of Proof Company Incorporation Beneficial Ownership

Case Brief

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Parties

Steven Leslie Smith

Claimant

Charles Building Services Ltd

First Defendant

Terence Smith

Second Defendant

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 Whether Steve Smith was entitled to be registered as a shareholder of CBS
  2. 2 Whether the transfer of Steve's share to Terry was valid
  3. 3 Whether the register of members should be rectified to restore Steve's shareholding

Ratio Decidendi

Once the transfer of Steve's share was found invalid, Steve had a prima facie right to rectification of the register. The onus was on Terry to show why rectification should not be granted, and he failed to do so. The parties intended Steve to have a shareholding, and there was no fraud or improper conduct in the original registration. Therefore, the register should be rectified to restore Steve's shareholding.

Court Disposition

Appeal dismissed

Orders

  • Register of members to be rectified to restore Steve Smith as holder of one share in CBS