Anthony Fane v Graham Wellesley & Ors

Anthony Fane v Graham Wellesley & Ors

Ms Emma Fane is not a Privileged Relation under Article 49.1.2; the Plutus Charge is a permitted transfer and does not contravene clause 17.6 SHA; the Deed is not a permitted transfer; Claimant remains Principal Shareholder; Claimant entitled to certain information under clause 11.2 SHA; Defendants' counterclaim for declaration as to invalidity of Deed dismissed, but other heads not dismissed; Claimant not entitled to order for appointment of nominated director.

Parties
Claimant: Anthony Fane; 1st Defendant: Graham Wellesley; 2nd Defendant: Andrew Turnbull; 3rd Defendant: Chalet Valentine Limited; 4th Defendant: Wellesley Group Investors Limited
Jurisdiction
England and Wales
Judgment Date
20 February 2025
Procedural Posture
Commercial/shareholder Dispute / Judgment on Admissions and Summary Judgment Application
Outcome
Application allowed in part; declarations granted in part; counterclaim dismissed in part; orders for provision of information under clause 11.2 SHA granted in part; no order for appointment of nominated director; costs reserved.
Legal Topics
Shareholder Rights, Articles of Association, Shareholders' Agreement, Permitted Transfers, Declaratory Relief, Specific Performance, Director Appointment, Counterclaim Dismissal
Company Law Contract Law Equity Shareholder Rights Articles of Association Shareholders' Agreement Permitted Transfers Declaratory Relief +3 more

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Parties

Anthony Fane

Claimant

Graham Wellesley

1st Defendant

Andrew Turnbull

2nd Defendant

Chalet Valentine Limited

3rd Defendant

Wellesley Group Investors Limited

4th Defendant

Procedural Posture

Commercial/shareholder Dispute / Judgment on Admissions and Summary Judgment Application

Legal Issues

  1. 1 Whether the Plutus Charge is a permitted transfer under Article 49
  2. 2 Whether the Deed transferring 50% beneficial interest to Ms Emma Fane is a permitted transfer
  3. 3 Whether the Claimant is obliged to serve a Transfer Notice under Article 49.5

Ratio Decidendi

Ms Emma Fane is not a Privileged Relation under Article 49.1.2; the Plutus Charge is a permitted transfer and does not contravene clause 17.6 SHA; the Deed is not a permitted transfer; Claimant remains Principal Shareholder; Claimant entitled to certain information under clause 11.2 SHA; Defendants' counterclaim for declaration as to invalidity of Deed dismissed, but other heads not dismissed; Claimant not entitled to order for appointment of nominated director.

Court Disposition

Application allowed in part; declarations granted in part; counterclaim dismissed in part; orders for provision of information under clause 11.2 SHA granted in part; no order for appointment of nominated director; costs reserved.

Orders

  • Company to provide monthly Group management accounts for period specified
  • Company to provide audited consolidated Group accounts for year ended 31 December 2023