Romer-Ormiston v Claygreen Ltd. & Ors

Romer-Ormiston v Claygreen Ltd. & Ors

The claimant's letters did not constitute an unconditional transfer notice under the company's articles and did not trigger the pre-emption process. No beneficial or legal interest in the shares was transferred to Epsom or any outsider in breach of the articles. The shares were wrongfully reallocated, and the claimant is entitled to rectification of the register. There are no discretionary grounds to refuse relief.

Parties
Claimant: Ruth Margaret Romer-Ormiston; Defendant: Claygreen Limited; Defendant: Leonard David James Wallis; Defendant: Andrea Gillian Burns; Defendant: RDB Investments Limited
Jurisdiction
England and Wales
Judgment Date
21 September 2005
Procedural Posture
Company Law Rectification of Register / Judgment After Trial
Outcome
Claim allowed; rectification of register ordered.
Legal Topics
Rectification of Register, Pre Emption Rights, Share Transfer Restrictions, Discretion Under Companies Act
Company Law Rectification of Register Pre Emption Rights Share Transfer Restrictions Discretion Under Companies Act

Case Brief

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Parties

Ruth Margaret Romer-Ormiston

Claimant

Claygreen Limited

Defendant

Leonard David James Wallis

Defendant

Andrea Gillian Burns

Defendant

RDB Investments Limited

Defendant

Procedural Posture

Company Law Rectification of Register / Judgment After Trial

Legal Issues

  1. 1 Whether the claimant's shares were wrongfully reallocated under the company's pre-emption provisions
  2. 2 Whether the claimant's communications triggered the pre-emption process
  3. 3 Whether any beneficial interest was transferred to a third party in breach of the articles

Ratio Decidendi

The claimant's letters did not constitute an unconditional transfer notice under the company's articles and did not trigger the pre-emption process. No beneficial or legal interest in the shares was transferred to Epsom or any outsider in breach of the articles. The shares were wrongfully reallocated, and the claimant is entitled to rectification of the register. There are no discretionary grounds to refuse relief.

Court Disposition

Claim allowed; rectification of register ordered.

Orders

  • The register of members of Claygreen Limited to be rectified to restore the claimant as holder of 33 shares.
  • No order as to setting aside the valuation, as it is now beyond challenge.