Capewell v Boulton [2009] EWHC 2695 (Ch) (16 September 2009)

Capewell v Boulton [2009] EWHC 2695 (Ch) (16 September 2009)

There was a binding agreement between Mr Capewell and Mr Boulton that the new company would be formed for their joint benefit with equal shareholdings. Mr Capewell performed his part by instructing the formation of the company and making it available for Mr Boulton to use as sole director. The shares were held on...

Source-derived case information.

Citation
[2009] EWHC 2695 (Ch)
Parties
Claimant: Robert Capewell; Defendant: Peter Boulton
Jurisdiction
England and Wales
Judgment Date
16 September 2009
Procedural Posture
Chancery Division Claim / Judgment After Trial
Outcome
Claim allowed in part
Legal Topics
Constructive Trusts, Shareholder Rights, Delay and Laches, Specific Performance
Equity Company Law Constructive Trusts Shareholder Rights Delay and Laches Specific Performance

Source-derived case record

Summary, issues, holding and outcome

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Parties

Robert Capewell

Claimant

Peter Boulton

Defendant

Procedural Posture

Chancery Division Claim / Judgment After Trial

Legal Issues

  1. 1 Whether an oral agreement existed entitling Mr Capewell to half the shares in Express Despatch (Central) Limited
  2. 2 Whether Mr Capewell is entitled to payment of indebtedness from the new company
  3. 3 Whether delay, laches, acquiescence, or estoppel bar the claim

Ratio Decidendi

There was a binding agreement between Mr Capewell and Mr Boulton that the new company would be formed for their joint benefit with equal shareholdings. Mr Capewell performed his part by instructing the formation of the company and making it available for Mr Boulton to use as sole director. The shares were held on constructive trust for both parties equally. Delay and laches do not bar the claim as there was no unconscionable conduct or detrimental reliance by Mr Boulton.

Court Disposition

Claim allowed in part

Orders

  • Declaration that Mr Capewell is entitled to a beneficial interest in half the shares of Express Despatch (Central) Limited (now PDD Logistics Limited)
  • Order for specific performance to transfer half the shares to Mr Capewell or as he directs