BV10 LTD AGAINST ALLANVALE LAND INVESTMENTS LTD AND OTHERS [2022] ScotCS CSOH_58 (25 August 2022)

BV10 LTD AGAINST ALLANVALE LAND INVESTMENTS LTD AND OTHERS [2022] ScotCS CSOH_58 (25 August 2022)

The contractual documentation does not provide for share transfers to be only in security or to be reversed upon repayment of loans; the pursuer is entitled to rectification as sought.

Citation
[2022] ScotCS CSOH_58
Parties
Pursuer: BV10 Limited; First Defender: Allanvale Land Investments Limited; Second Defender: James Vincent Kirkwood; Third Defender: Alasdair McMaster Kirkwood; Fourth Defender: Lindsey Kirkwood; Fifth Defender: Allanvale Land (Auchincruive) Limited; Sixth Defender: James McMaster Kirkwood
Jurisdiction
Scotland
Judgment Date
25 August 2022
Procedural Posture
Commercial Action / Judgment After Debate
Outcome
decree de plano granted for pursuer
Legal Topics
Rectification of Register of Members, Share Transfer, Joint Venture, Security for Loan
Company Law Contract Law Rectification of Register of Members Share Transfer Joint Venture Security for Loan

Case Brief

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Parties

BV10 Limited

Pursuer

Allanvale Land Investments Limited

First Defender

James Vincent Kirkwood

Second Defender

Alasdair McMaster Kirkwood

Third Defender

Lindsey Kirkwood

Fourth Defender

Allanvale Land (Auchincruive) Limited

Fifth Defender

James McMaster Kirkwood

Sixth Defender

Procedural Posture

Commercial Action / Judgment After Debate

Legal Issues

  1. 1 Whether share transfers should be implemented or were only in security for loans
  2. 2 Whether pursuer has title to sue and all necessary parties are called

Ratio Decidendi

The contractual documentation does not provide for share transfers to be only in security or to be reversed upon repayment of loans; the pursuer is entitled to rectification as sought.

Court Disposition

decree de plano granted for pursuer

Orders

  • Order under section 125 of the Companies Act 2006 ordaining Investments to rectify its register of members by entering BV10 as holder of 250 ordinary shares, removing Alasdair Kirkwood and Lindsey Kirkwood from the register.
  • Order under section 125 of the Companies Act 2006 ordaining Auchincruive to rectify its register of members by entering Investments as holder of 100 ordinary shares, removing James Vincent Kirkwood and James McMaster Kirkwood from the register.