Bruce v Gartlan & Ors

Bruce v Gartlan & Ors

The share register was wrongly altered to record transfers to Miss Gartlan without valid share transfers; Mr Wilmott and Mr Wood were nominees for Mr Bruce, who is beneficially entitled to the shares. The subsequent allotment of shares to Miss Gartlan and Martin Hartill was invalid and stands to be deleted. The register must be rectified to restore the shares to Mr Wilmott and Mr Wood, and a declaration of Mr Bruce's beneficial ownership is appropriate.

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
Application / Judgment
Outcome
Application granted in part
Legal Topics
Rectification of Share Register, Beneficial Ownership, Nominee Shareholders, Director Duties, Share Allotment
Company Law Equity Rectification of Share Register Beneficial Ownership Nominee Shareholders Director Duties Share Allotment

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Parties

John Bruce

Claimant

Anne Gartlan

Defendant

Martin Hartill

Defendant

Richard Wilmott

Third Party

John Wood

Fourth Party

Procedural Posture

Application / Judgment

Legal Issues

  1. 1 Whether the share register of UK Plant and Haulage Management Limited should be rectified
  2. 2 Whether Miss Gartlan validly acquired shares from Mr Wilmott and Mr Wood
  3. 3 Whether subsequent allotment of shares to Miss Gartlan and Martin Hartill was valid

Ratio Decidendi

The share register was wrongly altered to record transfers to Miss Gartlan without valid share transfers; Mr Wilmott and Mr Wood were nominees for Mr Bruce, who is beneficially entitled to the shares. The subsequent allotment of shares to Miss Gartlan and Martin Hartill was invalid and stands to be deleted. The register must be rectified to restore the shares to Mr Wilmott and Mr Wood, and a declaration of Mr Bruce's beneficial ownership is appropriate.

Court Disposition

Application granted in part

Orders

  • Rectification of the share register to restore the names of Mr Wilmott and Mr Wood as legal owners of the two shares
  • Deletion of the allotment of 98 shares to Miss Gartlan and Martin Hartill