Edel Marie Magee & Ors v John Wade Crocker & Anor

Edel Marie Magee & Ors v John Wade Crocker & Anor

The 2014 transfer of shares from Camelot to the Fitzpatrick Trustees is valid and effective. Mr Crocker gave oral and written consent to the transfer, and is estopped from denying its validity or relying on technical breaches of the Articles. There was no fraudulent misrepresentation by Mr Fitzpatrick. The 2010 Shareholders’ Agreement was novated by agreement and conduct, and is now binding as between Mr Crocker and the Fitzpatrick Trustees. The Fitzpatrick Trustees are entitled to be registered as shareholders and to rely on the 2010 SHA. Mr Crocker's counterclaim and Part 20 claim are dismissed.

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
07 May 2024
Procedural Posture
Chancery (business and Property Courts) / Trial Judgment
Outcome
Claim allowed; counterclaim and Part 20 claim dismissed.
Legal Topics
Shareholder Agreements, Pre Emption Rights, Novation, Promissory Estoppel, Fraudulent Misrepresentation, Assignment of Debt, Rectification of Register of Members
Equity and Trusts Company Law Contract Law Shareholder Agreements Pre Emption Rights Novation Promissory Estoppel Fraudulent Misrepresentation +2 more

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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 and Property Courts) / Trial Judgment

Legal Issues

  1. 1 Whether the 2014 transfer of shares from Camelot (as trustee of the Nisma Settlement) to the Fitzpatrick Family Discretionary Settlement (FFDS) is valid or void for breach of pre-emption provisions or fraud
  2. 2 Whether the Fitzpatrick Trustees are entitled to rely on the 2010 Shareholders’ Agreement (SHA) as against Mr Crocker, including by assignment, estoppel, waiver, or novation
  3. 3 Whether Mr Fitzpatrick procured the transfer by fraudulent misrepresentation

Ratio Decidendi

The 2014 transfer of shares from Camelot to the Fitzpatrick Trustees is valid and effective. Mr Crocker gave oral and written consent to the transfer, and is estopped from denying its validity or relying on technical breaches of the Articles. There was no fraudulent misrepresentation by Mr Fitzpatrick. The 2010 Shareholders’ Agreement was novated by agreement and conduct, and is now binding as between Mr Crocker and the Fitzpatrick Trustees. The Fitzpatrick Trustees are entitled to be registered as shareholders and to rely on the 2010 SHA. Mr Crocker's counterclaim and Part 20 claim are dismissed.

Court Disposition

Claim allowed; counterclaim and Part 20 claim dismissed.

Orders

  • Declaration that the 2014 transfer of shares to the Fitzpatrick Trustees is valid and effective.
  • Declaration that the 2010 Shareholders’ Agreement is binding as between Mr Crocker and the Fitzpatrick Trustees by novation.