Dixon & Anor v Blindley Heath Investments Ltd & Anor

Dixon & Anor v Blindley Heath Investments Ltd & Anor

The parties were estopped by convention from relying on pre-emption rights to block the share transfer; the board's unanimous approval at the October 2011 meeting entitled the transferee to registration; the mis-description of the transferee was a mere misnomer and did not invalidate the transfer; appeal dismissed.

Parties
Appellant: Christopher Charles Dixon; Appellant: EFI (Loughton) Limited; Respondent/cross Appellant: Blindley Heath Investments Limited; Respondent to Cross Appeal: Peter Bass; Respondent to Cross Appeal: Annette Bass; Respondent to Cross Appeal: Robert Bass; Respondent to Cross Appeal: Catherine Anne Bass; Respondent to Cross Appeal: Michael Bashford; Respondent to Cross Appeal: Suzanne Bashford; Respondent to Cross Appeal: David James Mingay; Respondent as to Costs Only: Gerald Fred Clarke; Respondent as to Costs Only: Richard Philip Wells
Jurisdiction
England and Wales
Judgment Date
09 October 2015
Procedural Posture
Civil Appeal / Judgment on Appeal and Cross Appeal
Outcome
Appeal dismissed; cross-appeal on substantive claims redundant; permission granted for costs appeals.
Legal Topics
Estoppel by Convention, Pre Emption Rights, Share Transfer, Board Resolutions, Misrepresentation, Breach of Warranty, Duomatic Principle, Costs Orders
Company Law Contract Law Equity Estoppel by Convention Pre Emption Rights Share Transfer Board Resolutions Misrepresentation +3 more

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Parties

Christopher Charles Dixon

Appellant

EFI (Loughton) Limited

Appellant

Blindley Heath Investments Limited

Respondent/cross Appellant

Peter Bass

Respondent to Cross Appeal

Annette Bass

Respondent to Cross Appeal

Robert Bass

Respondent to Cross Appeal

Catherine Anne Bass

Respondent to Cross Appeal

Michael Bashford

Respondent to Cross Appeal

Suzanne Bashford

Respondent to Cross Appeal

David James Mingay

Respondent to Cross Appeal

Gerald Fred Clarke

Respondent as to Costs Only

Richard Philip Wells

Respondent as to Costs Only

Procedural Posture

Civil Appeal / Judgment on Appeal and Cross Appeal

Legal Issues

  1. 1 Whether estoppel by convention prevents enforcement of pre-emption rights in share transfers
  2. 2 Whether board approval at the October 2011 meeting was binding
  3. 3 Whether the board could revoke approval at the November 2011 meeting

Ratio Decidendi

The parties were estopped by convention from relying on pre-emption rights to block the share transfer; the board's unanimous approval at the October 2011 meeting entitled the transferee to registration; the mis-description of the transferee was a mere misnomer and did not invalidate the transfer; appeal dismissed.

Court Disposition

Appeal dismissed; cross-appeal on substantive claims redundant; permission granted for costs appeals.

Orders

  • Blindley Heath Investments Limited entitled to be registered as member in respect of Sale Shares
  • Appeal dismissed