Axis Football Investments Ltd v Power & Ors [2020] EWHC 1171 (Ch) (15 May 2020)

Axis Football Investments Ltd v Power & Ors [2020] EWHC 1171 (Ch) (15 May 2020)

Axis demonstrated a serious issue to be tried regarding its entitlement to be registered as a shareholder and to have its consent sought for any sale of the Club or its assets. The SSA remains operative and provides continuing obligations. Damages would not be an adequate remedy due to the unique nature of the shareholding and the difficulty in quantifying loss. The balance of convenience favours granting the injunction to protect Axis' contractual rights.

Citation
[2020] EWHC 1171 (Ch)
Parties
Claimant: Axis Football Investments Limited; Defendant: Lee Power; Defendant: Swinton Reds 20 Limited; Defendant: Seebeck 87 Limited
Jurisdiction
England and Wales
Judgment Date
15 May 2020
Procedural Posture
Interim Injunction Application / Pre Trial
Outcome
Interim injunction granted
Legal Topics
Interim Injunctions, Shareholder Rights, Specific Performance, Corporate Governance, Sale of Business Assets
Company Law Contract Law Sports Law Interim Injunctions Shareholder Rights Specific Performance Corporate Governance Sale of Business Assets

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Parties

Axis Football Investments Limited

Claimant

Lee Power

Defendant

Swinton Reds 20 Limited

Defendant

Seebeck 87 Limited

Defendant

Procedural Posture

Interim Injunction Application / Pre Trial

Legal Issues

  1. 1 Whether Axis is entitled to an interim injunction restraining the Defendants from selling or disposing of the shares or assets of Swindon Town Football Club without Axis' prior written consent
  2. 2 Whether the Share Sale Agreement (SSA) remains in force and governs the parties' relationship
  3. 3 Whether damages would be an adequate remedy for Axis

Ratio Decidendi

Axis demonstrated a serious issue to be tried regarding its entitlement to be registered as a shareholder and to have its consent sought for any sale of the Club or its assets. The SSA remains operative and provides continuing obligations. Damages would not be an adequate remedy due to the unique nature of the shareholding and the difficulty in quantifying loss. The balance of convenience favours granting the injunction to protect Axis' contractual rights.

Court Disposition

Interim injunction granted

Orders

  • Defendants restrained from selling, disposing of, or otherwise dealing with the shares or assets of Swindon Town Football Club without Axis' prior written consent until trial or further order.
  • Defendants required to notify any potential purchaser of Axis' 15% interest.