Leanne Mannering v Highscore Scaffolding Limited & Anor.

Leanne Mannering v Highscore Scaffolding Limited & Anor.

The appeal was dismissed because even if the stock transfer form was inadmissible, the memorandum of agreement and register of members provided admissible evidence of the share transfer, and the court would have accepted an undertaking to stamp the transfer. Consideration existed for the agreement, and the judge would have reached the same conclusion regardless.

Parties
Appellant: Leanne Mannering; Respondent: Highscore Scaffolding Limited; Respondent: Nicholas Gary Cook
Jurisdiction
England and Wales
Judgment Date
22 June 2022
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
appeal dismissed
Legal Topics
Share Transfer, Stamp Duty, Rectification of Register, Specific Performance, Inadmissibility of Unstamped Instruments
Company Law Civil Procedure Share Transfer Stamp Duty Rectification of Register Specific Performance Inadmissibility of Unstamped Instruments

Case Brief

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Parties

Leanne Mannering

Appellant

Highscore Scaffolding Limited

Respondent

Nicholas Gary Cook

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether the stock transfer form was inadmissible under section 14(4) of the Stamp Act 1891
  2. 2 Whether rectification of the register should be ordered
  3. 3 Whether specific performance of the memorandum of agreement was available

Ratio Decidendi

The appeal was dismissed because even if the stock transfer form was inadmissible, the memorandum of agreement and register of members provided admissible evidence of the share transfer, and the court would have accepted an undertaking to stamp the transfer. Consideration existed for the agreement, and the judge would have reached the same conclusion regardless.

Court Disposition

appeal dismissed

Orders

  • Appellant's claim dismissed
  • Costs awarded to respondents, summarily assessed at £19,000 plus VAT, payable within twenty-eight days