Bruce v Gartlan & Ors [2011] EWHC 4047 (Ch) (03 February 2011)

Bruce v Gartlan & Ors [2011] EWHC 4047 (Ch) (03 February 2011)

The evidence established that Richard Wilmott and John Wood held their shares as nominees for John Bruce, and that Anne Gartlan did not validly acquire those shares. The subsequent allotment of shares to Anne Gartlan and Martin Hartill was invalid as it was procured in breach of fiduciary duty to the true beneficial owner. The share register must be rectified to restore Wilmott and Wood as legal owners, with a declaration that Bruce is the beneficial owner.

Citation
[2011] EWHC 4047 (Ch)
Parties
Claimant: John Bruce; Defendant: Anne Gartlan; Defendant: Martin Hartill; Third Party: Richard Wilmott; Fourth Party: John Wood
Jurisdiction
England and Wales
Judgment Date
03 February 2011
Procedural Posture
Chancery Division Claim for Rectification of Share Register / Judgment After Trial of Application
Outcome
Application granted in part
Legal Topics
Rectification of Share Register, Beneficial Ownership of Shares, Nominee Shareholders, Breach of Fiduciary Duty, Allotment of Shares
Company Law Equity Rectification of Share Register Beneficial Ownership of Shares Nominee Shareholders Breach of Fiduciary Duty Allotment of Shares

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Parties

John Bruce

Claimant

Anne Gartlan

Defendant

Martin Hartill

Defendant

Richard Wilmott

Third Party

John Wood

Fourth Party

Procedural Posture

Chancery Division Claim for Rectification of Share Register / Judgment After Trial of Application

Legal Issues

  1. 1 Whether the share register of UK Plant and Haulage Management Limited should be rectified to reflect the true beneficial ownership of shares
  2. 2 Whether Anne Gartlan validly acquired shares from Richard Wilmott and John Wood
  3. 3 Whether subsequent allotments of shares to Anne Gartlan and Martin Hartill were valid

Ratio Decidendi

The evidence established that Richard Wilmott and John Wood held their shares as nominees for John Bruce, and that Anne Gartlan did not validly acquire those shares. The subsequent allotment of shares to Anne Gartlan and Martin Hartill was invalid as it was procured in breach of fiduciary duty to the true beneficial owner. The share register must be rectified to restore Wilmott and Wood as legal owners, with a declaration that Bruce is the beneficial owner.

Court Disposition

Application granted in part

Orders

  • Rectification of the share register to restore Richard Wilmott and John Wood as legal owners of the two shares (one each)
  • Declaration that John Bruce is the beneficial owner of the shares