Magee & Ors v Crocker & Anor [2024] EWHC 1723 (Ch) (05 July 2024)

Magee & Ors v Crocker & Anor [2024] EWHC 1723 (Ch) (05 July 2024)

The court found that the 2014 Transfer was not procured by fraud and that Mr Crocker’s pre-emption rights were not defeated by misrepresentation. The 2010 Shareholders’ Agreement remains binding between the Fitzpatrick Trustees and Mr Crocker, and the Fitzpatrick Trustees are entitled to rely on its terms. The evidence did not support Mr Crocker’s claim of fraudulent misrepresentation or breach of the Articles.

Citation
[2024] EWHC 1723 (Ch)
Parties
Claimant: Edel Marie Magee; Claimant: Siobhan Mary Ferguson; Claimant: Ciara Melanie Pryce; Claimant: Donna Marian Powell; First Defendant: John Wade Crocker; Second Defendant: Pedham Place Golf Club Limited; Third Party: Camelot Trust Corporation Limited; Fourth Party: Matthew John Fitzpatrick
Jurisdiction
England and Wales
Judgment Date
05 July 2024
Procedural Posture
Chancery Business Dispute / Final Judgment After Trial
Outcome
Claim allowed; counterclaim dismissed
Legal Topics
Shareholder Agreements, Fraudulent Misrepresentation, Pre Emption Rights, Articles of Association, Trust Beneficiaries, Share Transfer Validity
Trusts Company Law Contract Law Shareholder Agreements Fraudulent Misrepresentation Pre Emption Rights Articles of Association Trust Beneficiaries +1 more

Case Brief

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Parties

Edel Marie Magee

Claimant

Siobhan Mary Ferguson

Claimant

Ciara Melanie Pryce

Claimant

Donna Marian Powell

Claimant

John Wade Crocker

First Defendant

Pedham Place Golf Club Limited

Second Defendant

Camelot Trust Corporation Limited

Third Party

Matthew John Fitzpatrick

Fourth Party

Procedural Posture

Chancery Business Dispute / Final Judgment After Trial

Legal Issues

  1. 1 Whether the 2014 Transfer of shares to the Fitzpatrick Trustees was valid or procured by fraud
  2. 2 Whether the 2010 Shareholders’ Agreement remains binding after the 2014 Transfer
  3. 3 Whether Mr Crocker’s pre-emption rights were defeated by misrepresentation

Ratio Decidendi

The court found that the 2014 Transfer was not procured by fraud and that Mr Crocker’s pre-emption rights were not defeated by misrepresentation. The 2010 Shareholders’ Agreement remains binding between the Fitzpatrick Trustees and Mr Crocker, and the Fitzpatrick Trustees are entitled to rely on its terms. The evidence did not support Mr Crocker’s claim of fraudulent misrepresentation or breach of the Articles.

Court Disposition

Claim allowed; counterclaim dismissed

Orders

  • Declarations granted as to validity of 2014 Transfer
  • Declarations granted as to entitlement to rely on 2010 Shareholders’ Agreement