Axis Football Investments Ltd v Power & Ors

Axis Football Investments Ltd v Power & Ors

Axis demonstrated a serious issue to be tried regarding its entitlement to the shares and the continuing effect of the SSA. The balance of convenience favoured granting the injunction because damages would not be an adequate remedy for the loss of contractual rights to consent to a sale, and there was a real risk that Mr Power would proceed with a sale without Axis' involvement. There was no material delay or inadequacy in the cross-undertaking. Therefore, an injunction was warranted to protect Axis' interests until trial or further order.

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
Civil (commercial) / Interim Injunction Application Ruling
Outcome
Interim injunction granted
Legal Topics
Interim Injunctions, Shareholder Rights, Enforcement of Share Sale Agreements, Corporate Governance
Contract Law Company Law Interim Injunctions Shareholder Rights Enforcement of Share Sale Agreements Corporate Governance

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Parties

Axis Football Investments Limited

Claimant

Lee Power

Defendant

Swinton Reds 20 Limited

Defendant

Seebeck 87 Limited

Defendant

Procedural Posture

Civil (commercial) / Interim Injunction Application Ruling

Legal Issues

  1. 1 Whether Axis is entitled to an interim injunction restraining the sale or disposal of Swindon Town Football Club or its assets without its 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 the shares and the continuing effect of the SSA. The balance of convenience favoured granting the injunction because damages would not be an adequate remedy for the loss of contractual rights to consent to a sale, and there was a real risk that Mr Power would proceed with a sale without Axis' involvement. There was no material delay or inadequacy in the cross-undertaking. Therefore, an injunction was warranted to protect Axis' interests until trial or further order.

Court Disposition

Interim injunction granted

Orders

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