Grant v Bragg

Grant v Bragg

A binding contract for the sale of Mr Grant’s shares to Mr Bragg arose through the offer made by Mr Jenkins (as Bragg’s agent) on 30 January 2007 and Mr Grant’s acceptance by email on 2 February 2007, on the terms and price set out in the Dixon Ward Draft. The parties’ objective intentions were to be bound by agreement of terms, not by formal execution. Mr Bragg’s counterclaim for breach of the Shareholders’ Agreement failed as no loss was proven and Mr Grant’s conduct did not breach obligations stricter than fiduciary duties.

Parties
Claimant: Graeme Grant; Defendant: Russell Bragg; Part 20 Claimant: Premier Resorts Limited; Part 20 Defendant: Graeme Grant
Jurisdiction
England and Wales
Judgment Date
22 January 2009
Procedural Posture
Civil / Judgment
Outcome
Claim allowed in part; counterclaim dismissed.
Legal Topics
Shareholder Agreements, Contract Formation, Breach of Contract, Fiduciary Duties, Amendment of Pleadings
Contract Law Company Law Shareholder Agreements Contract Formation Breach of Contract Fiduciary Duties Amendment of Pleadings

Case Brief

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Parties

Graeme Grant

Claimant

Russell Bragg

Defendant

Premier Resorts Limited

Part 20 Claimant

Graeme Grant

Part 20 Defendant

Procedural Posture

Civil / Judgment

Legal Issues

  1. 1 Whether a concluded contract for the sale of shares was entered into between Mr Grant and Mr Bragg
  2. 2 Whether Mr Bragg is liable for breach of contract
  3. 3 Whether Mr Grant breached the Shareholders’ Agreement

Ratio Decidendi

A binding contract for the sale of Mr Grant’s shares to Mr Bragg arose through the offer made by Mr Jenkins (as Bragg’s agent) on 30 January 2007 and Mr Grant’s acceptance by email on 2 February 2007, on the terms and price set out in the Dixon Ward Draft. The parties’ objective intentions were to be bound by agreement of terms, not by formal execution. Mr Bragg’s counterclaim for breach of the Shareholders’ Agreement failed as no loss was proven and Mr Grant’s conduct did not breach obligations stricter than fiduciary duties.

Court Disposition

Claim allowed in part; counterclaim dismissed.

Orders

  • Permission granted to amend Particulars of Claim to include February Contract.
  • Declaration that a binding contract was formed for sale of shares at £346,760 on terms of Dixon Ward Draft.