Crimin v. Cairnbay Ltd [2004] ScotCS 157 (29 June 2004)

Crimin v. Cairnbay Ltd [2004] ScotCS 157 (29 June 2004)

The agreement is a bargain between two individuals, not binding upon Cairnbay Limited. The terms and context do not indicate the company is a party or obligated. The action against the company is irrelevant and must be dismissed.

Citation
[2004] ScotCS 157
Parties
Pursuer: Charles Crimin; Defender: Cairnbay Limited
Jurisdiction
Scotland
Judgment Date
29 June 2004
Procedural Posture
Civil / Outer House, Court of Session, Opinion
Outcome
action dismissed
Legal Topics
Company Obligations, Shareholder Agreements, Agency, Distribution of Assets, Illegality
Contract Law Company Law Company Obligations Shareholder Agreements Agency Distribution of Assets Illegality

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Parties

Charles Crimin

Pursuer

Cairnbay Limited

Defender

Procedural Posture

Civil / Outer House, Court of Session, Opinion

Legal Issues

  1. 1 Whether the agreement binds Cairnbay Limited to pay the pursuer upon sale of property
  2. 2 Whether the agreement is enforceable against the company or only between individuals
  3. 3 Whether any payment would be illegal under section 263 of the Companies Act 1985

Ratio Decidendi

The agreement is a bargain between two individuals, not binding upon Cairnbay Limited. The terms and context do not indicate the company is a party or obligated. The action against the company is irrelevant and must be dismissed.

Court Disposition

action dismissed

Orders

  • defenders' first plea-in-law sustained
  • action dismissed