Fane v Wellesley & Ors [2025] EWHC 352 (Ch) (20 February 2025)

Fane v Wellesley & Ors [2025] EWHC 352 (Ch) (20 February 2025)

The grant of the Charge was a permitted transfer under Article 49.2.7 and did not breach clause 17.6 of the Shareholders' Agreement; the Deed in favour of the former wife was not a permitted transfer as a former spouse is not a Privileged Relation under Article 49.1.2; the Claimant remains a Principal Shareholder; the Company breached its obligation to provide information under clause 11.2 of the Shareholders' Agreement; the Claimant is entitled to appoint a director; the Defendants' counterclaim for a transfer notice or damages fails as the Deed was not a permitted transfer but no actionable loss is established.

Citation
[2025] EWHC 352 (Ch)
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/or Summary Judgment Application
Outcome
Claimant's application granted in substantial part; Defendants' counterclaim dismissed.
Legal Topics
Shareholders' Rights, Shareholders' Agreements, Articles of Association, Permitted Transfers, Principal Shareholder Status, Pre Emption Rights, Specific Performance, Declaratory Relief
Company Law Contract Law Shareholders' Rights Shareholders' Agreements Articles of Association Permitted Transfers Principal Shareholder Status Pre Emption Rights +2 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/or Summary Judgment Application

Legal Issues

  1. 1 Whether the grant of a charge over shares constituted a permitted transfer under the Articles and Shareholders' Agreement
  2. 2 Whether the Deed of Confirmation and Undertaking in favour of the Claimant's former wife was a permitted transfer under the Articles
  3. 3 Whether the Claimant remains a Principal Shareholder

Ratio Decidendi

The grant of the Charge was a permitted transfer under Article 49.2.7 and did not breach clause 17.6 of the Shareholders' Agreement; the Deed in favour of the former wife was not a permitted transfer as a former spouse is not a Privileged Relation under Article 49.1.2; the Claimant remains a Principal Shareholder; the Company breached its obligation to provide information under clause 11.2 of the Shareholders' Agreement; the Claimant is entitled to appoint a director; the Defendants' counterclaim for a transfer notice or damages fails as the Deed was not a permitted transfer but no actionable loss is established.

Court Disposition

Claimant's application granted in substantial part; Defendants' counterclaim dismissed.

Orders

  • Declaration that the Charge is a permitted transfer under Article 49.2.7 and does not breach clause 17.6 of the Shareholders' Agreement.
  • Declaration that the Deed in favour of the former wife is not a permitted transfer under Article 49.2.1.