Pennington & Ors v Crampton & Ors

Pennington & Ors v Crampton & Ors

The applicant was in breach of the Tomlin Order by failing to procure agreement for a sale notice, failing to pay £40,000 by the due date, and failing to procure that other shareholders did not object to the vesting of shares. The provisions of the Tomlin Order were not penal but reflected a commercial bargain. Equity would not intervene to relieve against forfeiture in these circumstances. The order for specific performance was appropriate as the applicant had undertaken to procure the actions of third parties.

Parties
Claimant/respondent: Jack Pennington and Others (As Executor of the Will of Ada Crampton, Deceased); Defendants/applicants: Harold Crampton Senior and Others; Applicant: Mr Hurst (4th Defendant)
Jurisdiction
England and Wales
Judgment Date
17 June 2004
Procedural Posture
Civil Appeal / Application for Permission to Appeal and Stay
Outcome
Application for permission to appeal and stay dismissed
Legal Topics
Relief Against Forfeiture, Specific Performance, Interpretation of Tomlin Orders, Pre Emption Rights in Company Shares, Settlement Agreements
Equity Company Law Civil Procedure Relief Against Forfeiture Specific Performance Interpretation of Tomlin Orders Pre Emption Rights in Company Shares Settlement Agreements

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Parties

Jack Pennington and Others (As Executor of the Will of Ada Crampton, Deceased)

Claimant/respondent

Harold Crampton Senior and Others

Defendants/applicants

Mr Hurst (4th Defendant)

Applicant

Procedural Posture

Civil Appeal / Application for Permission to Appeal and Stay

Legal Issues

  1. 1 Whether the applicant was in breach of the Tomlin Order
  2. 2 Whether equity should relieve against forfeiture of rights under the settlement
  3. 3 Whether the provisions of the Tomlin Order were penal

Ratio Decidendi

The applicant was in breach of the Tomlin Order by failing to procure agreement for a sale notice, failing to pay £40,000 by the due date, and failing to procure that other shareholders did not object to the vesting of shares. The provisions of the Tomlin Order were not penal but reflected a commercial bargain. Equity would not intervene to relieve against forfeiture in these circumstances. The order for specific performance was appropriate as the applicant had undertaken to procure the actions of third parties.

Court Disposition

Application for permission to appeal and stay dismissed

Orders

  • No order for costs against Brabners
  • Harold Crampton Junior's costs assessed at £7,500, to be paid within 28 days