Standing & Anor v Power [2021] EWHC 1744 (Ch) (25 June 2021)

Standing & Anor v Power [2021] EWHC 1744 (Ch) (25 June 2021)

The Offer Notice should have offered all 85 shares to Axis in accordance with the correct interpretation of the articles; the Offer Notice is to be rectified to that effect with retrospective force; Axis's Notice of Acceptance is valid for all 85 shares; summary judgment on the Restriction Issue is appropriate; amendments to pleadings are allowed with a shortened timetable.

Citation
[2021] EWHC 1744 (Ch)
Parties
Claimant: Michael Standing; Claimant: Axis Football Investments Ltd; Defendant: Lee Power; Defendant: Swinton Reds 20 Limited
Jurisdiction
England and Wales
Judgment Date
25 June 2021
Procedural Posture
Civil (chancery Division) / Interlocutory Judgment on Part 8 Claim, Amendment Application, Summary Judgment Application
Outcome
Declaratory relief granted; Offer Notice rectified; Notice of Acceptance valid for all 85 shares; permission to amend pleadings granted; summary judgment on Restriction Issue granted; costs reserved.
Legal Topics
Pre Emption Rights, Rectification of Instruments, Shareholder Disputes, Summary Judgment, Articles of Association, Injunctions, Interpretation of Contracts
Company Law Equity and Trusts Contract Law Pre Emption Rights Rectification of Instruments Shareholder Disputes Summary Judgment Articles of Association +2 more

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Parties

Michael Standing

Claimant

Axis Football Investments Ltd

Claimant

Lee Power

Defendant

Swinton Reds 20 Limited

Defendant

Procedural Posture

Civil (chancery Division) / Interlocutory Judgment on Part 8 Claim, Amendment Application, Summary Judgment Application

Legal Issues

  1. 1 Whether the Offer Notice under the articles of association should have offered all 85 shares to Axis or only a proportion; whether Axis's Notice of Acceptance was valid for all 85 shares; whether rectification of the Offer Notice is appropriate; whether the Restriction Issue can be determined summarily; whether amendments to pleadings should be allowed.

Ratio Decidendi

The Offer Notice should have offered all 85 shares to Axis in accordance with the correct interpretation of the articles; the Offer Notice is to be rectified to that effect with retrospective force; Axis's Notice of Acceptance is valid for all 85 shares; summary judgment on the Restriction Issue is appropriate; amendments to pleadings are allowed with a shortened timetable.

Court Disposition

Declaratory relief granted; Offer Notice rectified; Notice of Acceptance valid for all 85 shares; permission to amend pleadings granted; summary judgment on Restriction Issue granted; costs reserved.

Orders

  • Declaration that Axis's Notice of Acceptance is valid for all 85 shares.
  • Order for rectification of the Offer Notice to refer to 85 shares.