Dashfield & Anor v Davidson & Ors [2008] EWHC 486 (Ch) (18 March 2008)

Dashfield & Anor v Davidson & Ors [2008] EWHC 486 (Ch) (18 March 2008)

Article 14 of Crown UK Ltd's articles imposed mandatory, mutually enforceable obligations requiring the estate of a deceased shareholder to transfer shares to the company at the price fixed by the auditors, following the procedure set out in the article. The company secretary's issuance of the transfer notice was an administrative act, not a discretionary power. No implied contract, joint venture, or equitable overlay suspended article 14. The estate was legally obliged to sell the shares at the certified price.

Citation
[2008] EWHC 486 (Ch)
Parties
Claimant/part 20 Defendant: Brenda Mary Dashfield; Claimant/part 20 Defendant: John Leslie Shepherd; Defendant/part 20 Claimant: Nigel John Davidson; Defendant/part 20 Claimant: Noel Edward Ruddy; Part 20 Defendant: Kenneth Ian Woodbury; Part 20 Defendant: Jack Prowting
Jurisdiction
England and Wales
Judgment Date
18 March 2008
Procedural Posture
Chancery Division, High Court, Claim and Part 20 Claim / Post Trial Judgment
Outcome
Claim dismissed; estate/executors were legally obliged to sell shares to the company at the price fixed by the auditors under article 14.
Legal Topics
Shareholder Rights, Articles of Association, Pre Emption Rights, Obligations of Personal Representatives, Sale of Shares, Construction of Company Articles
Company Law Equity Shareholder Rights Articles of Association Pre Emption Rights Obligations of Personal Representatives Sale of Shares Construction of Company Articles

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Parties

Brenda Mary Dashfield

Claimant/part 20 Defendant

John Leslie Shepherd

Claimant/part 20 Defendant

Nigel John Davidson

Defendant/part 20 Claimant

Noel Edward Ruddy

Defendant/part 20 Claimant

Kenneth Ian Woodbury

Part 20 Defendant

Jack Prowting

Part 20 Defendant

Procedural Posture

Chancery Division, High Court, Claim and Part 20 Claim / Post Trial Judgment

Legal Issues

  1. 1 Whether the estate/executors were legally obliged to offer to sell (or to sell) John Peet's shares in Crown UK Ltd to the company under article 14, and at the price fixed by the auditors

Ratio Decidendi

Article 14 of Crown UK Ltd's articles imposed mandatory, mutually enforceable obligations requiring the estate of a deceased shareholder to transfer shares to the company at the price fixed by the auditors, following the procedure set out in the article. The company secretary's issuance of the transfer notice was an administrative act, not a discretionary power. No implied contract, joint venture, or equitable overlay suspended article 14. The estate was legally obliged to sell the shares at the certified price.

Court Disposition

Claim dismissed; estate/executors were legally obliged to sell shares to the company at the price fixed by the auditors under article 14.

Orders

  • No payment of retention to estate; retention to be paid to Brenda Dashfield and John Shepherd in equal amounts as per Retention Agreement.