Cottrell v King & Anor

Mrs Cottrell was not a purchaser for value and took the shares subject to Mr King's equitable interest under the pre-emption option; Mr King did not waive his rights as he lacked actual knowledge of the pre-emption provisions; section 35A does not override Mr King's equitable interest.

Parties: Claimant: Josephine Cottrell; First Defendant: Graham King; Second Defendant: T A King (Services) Limited
Jurisdiction: England and Wales
Judgment Date: 04 March 2004
Procedural Posture: Civil / Judgment
Outcome: Order for rectification of the register granted in favour of Mr King.
Legal Topics: Share Transfer, Pre Emption Rights, Rectification of Register, Waiver, Companies Act 1985

Company Law Share Transfer Pre Emption Rights Rectification of Register Waiver Companies Act 1985

Case Brief

Summary, issues, holding and outcome

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Parties

Josephine Cottrell

Claimant

Graham King

First Defendant

T A King (Services) Limited

Second Defendant

Procedural Posture

Civil / Judgment

Legal Issues

1 Whether the transfer of shares to Mrs Cottrell was valid given non-compliance with pre-emption provisions
2 Whether Mr King waived his pre-emption rights
3 Whether section 35A of the Companies Act 1985 protects Mrs Cottrell as a person dealing with the company

Ratio Decidendi

Court Disposition

Order for rectification of the register granted in favour of Mr King.

Orders

Rectification of the register to remove Mrs Cottrell as holder of the 4,965 shares and reinstate Mr Cottrell as registered shareholder.