Brown & Anor v Scottish Border Springs Ltd & Anor [2001] ScotCS 171 (29 June 2001)

Brown & Anor v Scottish Border Springs Ltd & Anor [2001] ScotCS 171 (29 June 2001)

The amendment sought to introduce a pure question of contract between private parties, not a matter of unfair prejudice to shareholders under section 459; the interests asserted by the petitioners as landlords are distinct from their interests as shareholders; accordingly, the amendment is not competent and is refused.

Citation
[2001] ScotCS 171
Parties
Petitioners: Charles Kennington Stair Brown and Another; Respondents: Scottish Border Springs Limited and Another
Jurisdiction
Scotland
Judgment Date
29 June 2001
Procedural Posture
Petition for Reduction (scotland) / Interlocutory Application to Allow Minute of Amendment
Outcome
Amendment refused
Legal Topics
Unfair Prejudice to Minority Shareholders, Assignability of Option Agreements, Reduction of Assignation, Shareholder Remedies
Company Law Contract Law Unfair Prejudice to Minority Shareholders Assignability of Option Agreements Reduction of Assignation Shareholder Remedies

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Parties

Charles Kennington Stair Brown and Another

Petitioners

Scottish Border Springs Limited and Another

Respondents

Procedural Posture

Petition for Reduction (scotland) / Interlocutory Application to Allow Minute of Amendment

Legal Issues

  1. 1 Whether the assignation of the Option Agreement was valid and assignable
  2. 2 Whether the amendment to challenge assignability is competent under section 459 of the Companies Act 1985
  3. 3 Whether the dispute is a company law matter or a private contractual dispute

Ratio Decidendi

The amendment sought to introduce a pure question of contract between private parties, not a matter of unfair prejudice to shareholders under section 459; the interests asserted by the petitioners as landlords are distinct from their interests as shareholders; accordingly, the amendment is not competent and is refused.

Court Disposition

Amendment refused

Orders

  • Refusal of the petitioners' motion to allow the Minute of Amendment