Johnson v Spooner [2022] EWHC 735 (Ch) (31 March 2022)

Johnson v Spooner [2022] EWHC 735 (Ch) (31 March 2022)

No binding agreement for the sale of Mrs Johnson's share to Mr Spooner was concluded; negotiations were expressly subject to contract and essential terms were not agreed or formalised. Mrs Johnson is entitled to rectification of the share register as ordered previously, and Mr Spooner's counterclaim fails.

Citation
[2022] EWHC 735 (Ch)
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
Expedited Trial Under Section 125 Companies Act 2006 / Judgment After Trial
Outcome
Claim allowed; counterclaim dismissed
Legal Topics
Rectification of Share Register, Shareholder Disputes, Contract Formation, Share Sale Agreements, Investment Agreements
Company Law Contract Law Rectification of Share Register Shareholder Disputes Contract Formation Share Sale Agreements Investment Agreements

Case Brief

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Parties

Sally Elizabeth Johnson

Claimant

Howard Duncan Spooner

First Defendant

Quay Street Ltd

Second Defendant

Procedural Posture

Expedited Trial Under Section 125 Companies Act 2006 / Judgment After Trial

Legal Issues

  1. 1 Whether Mrs Johnson is entitled to rectification of the share register to record her as holder of 1 fully paid-up ordinary share in Quay Street Ltd
  2. 2 Whether Mr Spooner proved an agreement for Mrs Johnson to sell her share to him on 2 July 2020 or 8 July 2020
  3. 3 Whether the alleged agreement was binding or subject to contract

Ratio Decidendi

No binding agreement for the sale of Mrs Johnson's share to Mr Spooner was concluded; negotiations were expressly subject to contract and essential terms were not agreed or formalised. Mrs Johnson is entitled to rectification of the share register as ordered previously, and Mr Spooner's counterclaim fails.

Court Disposition

Claim allowed; counterclaim dismissed

Orders

  • Rectification of the share register of Quay Street Ltd to record Mrs Johnson as holder of 1 fully paid-up ordinary share and Mr Spooner as holder of the other
  • Opportunity for Mr Spooner to apply within 7 days of draft judgment circulation to argue refusal of relief for collateral purpose, as previously ordered