Hurst v Crampton Bros (Coopers) Ltd. [2002] EWHC 1375 (Ch) (11 July 2002)

Hurst v Crampton Bros (Coopers) Ltd. [2002] EWHC 1375 (Ch) (11 July 2002)

The execution and delivery of the share transfer form by Ada Crampton to Harry Crampton Jr. constituted a transfer for the purposes of the pre-emption clause in the company's articles, triggering the requirement to offer the shares to existing members at fair value. There was no valid waiver or estoppel of pre-emption rights by Harold Crampton Sr.

Citation
[2002] EWHC 1375 (Ch)
Parties
Claimant: Brian Hurst; Defendant: Crampton Bros (Coopers) Limited; Defendant: Stephen Breen; Defendant: Jack Pennington
Jurisdiction
England and Wales
Judgment Date
11 July 2002
Procedural Posture
Chancery Division Appeal / Appeal From Deputy Master Weir's Decision
Outcome
Appeal allowed
Legal Topics
Share Transfer, Pre Emption Rights, Articles of Association, Waiver of Rights, Beneficial and Legal Ownership of Shares
Company Law Share Transfer Pre Emption Rights Articles of Association Waiver of Rights Beneficial and Legal Ownership of Shares

Case Brief

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Parties

Brian Hurst

Claimant

Crampton Bros (Coopers) Limited

Defendant

Stephen Breen

Defendant

Jack Pennington

Defendant

Procedural Posture

Chancery Division Appeal / Appeal From Deputy Master Weir's Decision

Legal Issues

  1. 1 Whether the execution and delivery of a share transfer form by Ada Crampton to Harry Crampton Jr. triggered the pre-emption clause in the company's articles of association
  2. 2 Whether there was a waiver or estoppel of pre-emption rights by Harold Crampton Sr.

Ratio Decidendi

The execution and delivery of the share transfer form by Ada Crampton to Harry Crampton Jr. constituted a transfer for the purposes of the pre-emption clause in the company's articles, triggering the requirement to offer the shares to existing members at fair value. There was no valid waiver or estoppel of pre-emption rights by Harold Crampton Sr.

Court Disposition

Appeal allowed

Orders

  • Declaration that Ada Crampton was in breach of the articles by transferring shares to Harry without complying with the pre-emption clause
  • Transfer to Harry is defeasible at the suit of a member unless pre-emption rights were waived, which was not established