Ceviz v Frawley & Anor

Ceviz v Frawley & Anor

On proper construction, the Agreement entitled Mr Ceviz to a 50% shareholding and directorship in the new company. The defendants breached the Agreement by failing to procure these rights and payments. The defendants were not entitled to rescind the Agreement for misrepresentation, as there was no fraudulent misrepresentation, no reliance, and affirmation and delay precluded rescission. No damages were awarded as the defendants suffered no loss.

Parties
Claimant: Mahmut Agit Ceviz; Defendant: Anthony Frawley; Defendant: Anna Pope
Jurisdiction
England and Wales
Judgment Date
08 January 2021
Procedural Posture
Civil / Final Judgment
Outcome
Claim allowed; counterclaim dismissed.
Legal Topics
Interpretation of Contracts, Implication of Terms, Fraudulent Misrepresentation, Innocent Misrepresentation, Rescission, Affirmation, Damages, Shareholding Rights, Directorship Rights
Contract Law Equity Misrepresentation Interpretation of Contracts Implication of Terms Fraudulent Misrepresentation Innocent Misrepresentation Rescission +4 more

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Parties

Mahmut Agit Ceviz

Claimant

Anthony Frawley

Defendant

Anna Pope

Defendant

Procedural Posture

Civil / Final Judgment

Legal Issues

  1. 1 What is the correct construction and implication of terms in the Agreement?
  2. 2 Did the defendants breach the Agreement?
  3. 3 Were the defendants entitled to rescind the Agreement for misrepresentation?

Ratio Decidendi

On proper construction, the Agreement entitled Mr Ceviz to a 50% shareholding and directorship in the new company. The defendants breached the Agreement by failing to procure these rights and payments. The defendants were not entitled to rescind the Agreement for misrepresentation, as there was no fraudulent misrepresentation, no reliance, and affirmation and delay precluded rescission. No damages were awarded as the defendants suffered no loss.

Court Disposition

Claim allowed; counterclaim dismissed.

Orders

  • Claimant entitled to performance of the Agreement or damages for breach.
  • Defendants to procure claimant's 50% shareholding and directorship in the company.