SALLY ELIZABETH JOHNSON v HOWARD DUNCAN SPOONER & Anor.

SALLY ELIZABETH JOHNSON v HOWARD DUNCAN SPOONER & Anor.

The court found that Mrs Johnson did agree to sell her share in Quay Street Ltd to Mr Spooner on 2 July 2020, which agreement was varied or confirmed on 8 July 2020, and that the agreement was binding notwithstanding references to 'subject to contract', entitling Mr Spooner to rectification of the share register.

Parties
Claimant: Sally Elizabeth Johnson; First Defendant: Howard Duncan Spooner; Second Defendant: Quay Street Ltd
Jurisdiction
England and Wales
Judgment Date
31 March 2022
Procedural Posture
Rectification of Share Register / Counterclaim for Share Sale Agreement / Judgment After Expedited Trial
Outcome
Counterclaim succeeds; Mrs Johnson agreed to sell her share to Mr Spooner.
Legal Topics
Rectification of Register of Members, Shareholder Disputes, Contract Formation, Variation of Contract, Share Sale Agreement, Collateral Purpose in Litigation
Company Law Contract Law Rectification of Register of Members Shareholder Disputes Contract Formation Variation of Contract Share Sale Agreement Collateral Purpose in Litigation

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Parties

Sally Elizabeth Johnson

Claimant

Howard Duncan Spooner

First Defendant

Quay Street Ltd

Second Defendant

Procedural Posture

Rectification of Share Register / Counterclaim for Share Sale Agreement / Judgment After Expedited Trial

Legal Issues

  1. 1 Whether Mrs Johnson agreed to sell her share in Quay Street Ltd to Mr Spooner on 2 July or 8 July 2020
  2. 2 Whether the agreement was binding or subject to contract
  3. 3 Whether the share register should be rectified

Ratio Decidendi

The court found that Mrs Johnson did agree to sell her share in Quay Street Ltd to Mr Spooner on 2 July 2020, which agreement was varied or confirmed on 8 July 2020, and that the agreement was binding notwithstanding references to 'subject to contract', entitling Mr Spooner to rectification of the share register.

Court Disposition

Counterclaim succeeds; Mrs Johnson agreed to sell her share to Mr Spooner.

Orders

  • Court will hear parties on terms of relief, including collection by Mrs Johnson of any remaining personal items at the hotel.
  • Balance of purchase price (£60,001) held by Mr Spooner's solicitors pending further order.