Swinton Reds 20 Ltd v McCrory & Anor

Swinton Reds 20 Ltd v McCrory & Anor

The SSA ceased to exist on 25th April 2013 due to non-satisfaction of conditions precedent and lack of timely extension. However, the parties entered into a new binding agreement on 1st May 2013 by exchange of emails, reviving the SSA on the same terms but with an extended period for satisfaction of the conditions precedent. The emails objectively evidenced a clear agreement, and the subsequent conduct of the parties confirmed their intention to be bound. Swinton Reds is entitled to the relief claimed.

Parties
Claimant: Swinton Reds 20 Limited; Defendant: Gerard Martin McCrory; Defendant: Seebeck 87 Limited
Jurisdiction
England and Wales
Judgment Date
01 July 2014
Procedural Posture
Civil / Judgment After Trial
Outcome
Judgment for the claimant
Legal Topics
Rectification of Register, Share Subscription Agreement, Conditions Precedent, Contract Variation, Estoppel by Convention
Contract Law Company Law Rectification of Register Share Subscription Agreement Conditions Precedent Contract Variation Estoppel by Convention

Case Brief

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Parties

Swinton Reds 20 Limited

Claimant

Gerard Martin McCrory

Defendant

Seebeck 87 Limited

Defendant

Procedural Posture

Civil / Judgment After Trial

Legal Issues

  1. 1 Whether the period for satisfaction of conditions precedent in the Share Subscription Agreement (SSA) was extended
  2. 2 Whether a new agreement was entered into on 1st May 2013 on the same terms but with an extended period
  3. 3 Whether Swinton Reds is entitled to rectification of the register of Seebeck 87 Limited

Ratio Decidendi

The SSA ceased to exist on 25th April 2013 due to non-satisfaction of conditions precedent and lack of timely extension. However, the parties entered into a new binding agreement on 1st May 2013 by exchange of emails, reviving the SSA on the same terms but with an extended period for satisfaction of the conditions precedent. The emails objectively evidenced a clear agreement, and the subsequent conduct of the parties confirmed their intention to be bound. Swinton Reds is entitled to the relief claimed.

Court Disposition

Judgment for the claimant

Orders

  • Swinton Reds is entitled to the relief claimed; the court will hear counsel on the form of the order.