Swinton Reds 20 Ltd v McCrory & Anor [2014] EWHC 2152 (Ch) (1 July 2014)

Swinton Reds 20 Ltd v McCrory & Anor [2014] EWHC 2152 (Ch) (1 July 2014)

The SSA ceased to exist on 25th April 2013, but the parties entered into a new binding agreement on 1st May 2013 by exchange of emails, reviving the SSA with an extended period for satisfaction of conditions precedent. Swinton Reds is entitled to rectification and enforcement.

Citation
[2014] EWHC 2152 (Ch)
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
Claim for Rectification of Register and Enforcement of Share Subscription Agreement / Judgment After Trial
Outcome
Claimant succeeds; relief granted.
Legal Topics
Share Subscription Agreement, Rectification of Register, Conditions Precedent, Estoppel by Convention
Contract Law Company Law Share Subscription Agreement Rectification of Register Conditions Precedent 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

Claim for Rectification of Register and Enforcement of Share Subscription Agreement / Judgment After Trial

Legal Issues

  1. 1 Whether the period for satisfaction of conditions precedent in the SSA was extended
  2. 2 Whether parties entered into a new agreement on 1st May 2013 with an extended period
  3. 3 Whether Swinton Reds is entitled to rectification and enforcement

Ratio Decidendi

The SSA ceased to exist on 25th April 2013, but the parties entered into a new binding agreement on 1st May 2013 by exchange of emails, reviving the SSA with an extended period for satisfaction of conditions precedent. Swinton Reds is entitled to rectification and enforcement.

Court Disposition

Claimant succeeds; relief granted.

Orders

  • Rectification of Seebeck's register to reflect Swinton Reds' ownership
  • Enforcement of the revived SSA