Smith v Charles Building Services Ltd & Anor [2005] EWHC 654 (Ch) (22 April 2005)

Smith v Charles Building Services Ltd & Anor [2005] EWHC 654 (Ch) (22 April 2005)

Steven Smith was entitled to a share in CBS from incorporation as part of a joint venture with Terry Smith. The 1997 share transfer was not valid or effective because Steven Smith signed the transfer form conditionally and tore it up before any unconditional delivery or intention to transfer. The register should be rectified to restore Steven Smith as shareholder.

Citation
[2005] EWHC 654 (Ch)
Parties
Claimant: Steven Smith; First Defendant: Charles Building Services Ltd; Second Defendant: Terry Smith
Jurisdiction
England and Wales
Judgment Date
22 April 2005
Procedural Posture
Claim for Rectification of Share Register / Judgment After Trial
Outcome
Claim allowed
Legal Topics
Share Ownership, Rectification of Register, Validity of Share Transfer, Corporate Governance
Company Law Share Ownership Rectification of Register Validity of Share Transfer Corporate Governance

Case Brief

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Parties

Steven Smith

Claimant

Charles Building Services Ltd

First Defendant

Terry Smith

Second Defendant

Procedural Posture

Claim for Rectification of Share Register / Judgment After Trial

Legal Issues

  1. 1 Whether Steven Smith was entitled to a share in Charles Building Services Ltd at incorporation
  2. 2 Whether the 1997 share transfer from Steven Smith to Terry Smith was valid and effective
  3. 3 Whether the share register should be rectified to restore Steven Smith as shareholder

Ratio Decidendi

Steven Smith was entitled to a share in CBS from incorporation as part of a joint venture with Terry Smith. The 1997 share transfer was not valid or effective because Steven Smith signed the transfer form conditionally and tore it up before any unconditional delivery or intention to transfer. The register should be rectified to restore Steven Smith as shareholder.

Court Disposition

Claim allowed

Orders

  • Rectification of the share register to restore Steven Smith as holder of one share in Charles Building Services Ltd.
  • Further relief, if necessary, to give effect to Steven Smith's rights as shareholder.