Gunewardena v Conran Holdings Ltd

Gunewardena v Conran Holdings Ltd

The operative Articles of Association are those properly amended by special resolution, not those mistakenly filed at Companies House. CGL was a subsidiary of CHL under the statutory definition at the relevant time, so the compulsory transfer mechanism was validly triggered. There was no unanimous shareholder acquiescence to the March 1998 Filed Articles. The company followed the correct procedure for compulsory transfer, and the notice was valid even though it offered more than the certified value.

Parties
Claimant: Mr Desmond Gunewardena; Defendant: Conran Holdings Limited
Jurisdiction
England and Wales
Judgment Date
22 November 2016
Procedural Posture
Civil / Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Articles of Association, Shareholder Rights, Compulsory Share Transfer, Company Valuation, Rectification of Company Documents
Company Law Articles of Association Shareholder Rights Compulsory Share Transfer Company Valuation Rectification of Company Documents

Case Brief

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Parties

Mr Desmond Gunewardena

Claimant

Conran Holdings Limited

Defendant

Procedural Posture

Civil / Judgment After Trial

Legal Issues

  1. 1 Whether CGL was a subsidiary of CHL immediately prior to the 2013 share transfer
  2. 2 Whether the March 1998 Filed Articles were the operative Articles of Association
  3. 3 Whether the March 1998 Filed Articles became operative by acquiescence or informal adoption

Ratio Decidendi

The operative Articles of Association are those properly amended by special resolution, not those mistakenly filed at Companies House. CGL was a subsidiary of CHL under the statutory definition at the relevant time, so the compulsory transfer mechanism was validly triggered. There was no unanimous shareholder acquiescence to the March 1998 Filed Articles. The company followed the correct procedure for compulsory transfer, and the notice was valid even though it offered more than the certified value.

Court Disposition

Claim dismissed

Orders

  • The claim is dismissed.