Cooper & Ors v Fanmailuk.Com Ltd & Anor

Cooper & Ors v Fanmailuk.Com Ltd & Anor

The Court of Appeal held that the trial judge was entitled to find, on the evidence, that the shares in DPL were held on resulting trust for Fanmailuk.com Limited, based on the collective intention of the parties, the circumstances of DPL's formation, and the use of Fanmail's resources. The judge's findings of fact and dishonesty were not shown to be wrong or based on legal error. The costs order was justified by the findings and the conduct of Mr Bob Cooper.

Parties
Appellant: Mr Robert Cooper; Respondent: Fanmailuk.com Limited; Third Party/supporter of Respondent: Mr Paul Burtenshaw; Third Party: Mr Ahmed Zghari; Third Party: Ms Yvonne Wayne
Jurisdiction
England and Wales
Judgment Date
17 December 2009
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
appeal dismissed
Legal Topics
Resulting Trusts, Beneficial Ownership of Shares, Fiduciary Duties, Company Formation, Costs Orders
Equity and Trusts Company Law Resulting Trusts Beneficial Ownership of Shares Fiduciary Duties Company Formation Costs Orders

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Parties

Mr Robert Cooper

Appellant

Fanmailuk.com Limited

Respondent

Mr Paul Burtenshaw

Third Party/supporter of Respondent

Mr Ahmed Zghari

Third Party

Ms Yvonne Wayne

Third Party

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether the shares in Dialtime Plus Limited (DPL) were held on resulting trust for Fanmailuk.com Limited
  2. 2 Whether the trial judge erred in findings of fact regarding beneficial ownership and dishonesty
  3. 3 Whether the costs order against Mr Bob Cooper was justified

Ratio Decidendi

The Court of Appeal held that the trial judge was entitled to find, on the evidence, that the shares in DPL were held on resulting trust for Fanmailuk.com Limited, based on the collective intention of the parties, the circumstances of DPL's formation, and the use of Fanmail's resources. The judge's findings of fact and dishonesty were not shown to be wrong or based on legal error. The costs order was justified by the findings and the conduct of Mr Bob Cooper.

Court Disposition

appeal dismissed

Orders

  • Declaration that Mr Bob Cooper, Mr Paul Burtenshaw, and Ms Yvonne Wayne hold the issued share capital of DPL on trust for Fanmailuk.com Limited.
  • Order that Mr Bob Cooper and Ms Wayne transfer their DPL shares to Fanmail or as it directs.