Citation

[2009] All ER (D) 121 (Feb)

Alternative Citations

[2009] EWCA Civ 67

Hearing Date

12 February 2009

Court

Court of Appeal, Civil Division

Judge

Sir Andrew Morritt C, Pill and Lloyd LJJ

Representation

Hodge Malek QC and Robert Hantusch (instructed by Devonshires) for the claimant.Edward Bannister QC (instructed by Bevans) for the defendant.

Abstract

Company – Transfer of shares. Court of Appeal, Civil Division: The appeal of the claimant was allowed in the light of fresh evidence.

Catchwords

Company – Transfer of shares – Title – Shares given to claimant in order to reduce holding of controlling shareholders so as to enable Stock Exchange listing – Majority of claimant's shares transferred to companies owned by second defendant – Claimant bringing proceedings to recover value of transferred shares – Judge dismissing claim – Claimant appealing on basis of fresh evidence – Whether retrial appropriate.

Summary

The claimant brought proceedings to recover the value of ordinary shares allegedly given to him in December 1996 as the means by which the combined holdings of W and D, the two controlling shareholders in a company, were reduced from 80% to 75%, thereby enabling full listing on the Stock Exchange. In February 2002, all except 1.5 million of the 33,309,940 shares held by the claimant were transferred to two companies owned by the second defendant, later being sold on at a net price in excess of £3m. The claimant submitted, inter alia, that the shares had been stolen from him in a scheme orchestrated by the first defendant, a company director, with the agreement of W. The defendants submitted that the shares had been 'parked' with the claimant as a nominee, remaining in the ownership of W. Issues arose as to whether the claimant had signed (i) a note at a meeting with the second defendant and his wife in August 2001, confirming that W had 'authorised' him to transfer the relevant shares to the second defendant in the near future; and (ii) stock transfer forms. The claimant denied having signed either item. The claim was dismissed (see [2008] All ER (D) 285 (Mar)). The claimant appealed. He contended, inter alia, that fresh evidence should be admitted which related to the events of August 2001. The appeal would be allowed (Sir Andrew Morritt C dissenting).In all the circumstances of the instant case, in the light of the fresh evidence, a retrial was appropriate (see [106]-[132] of the judgment).

Decision of David Richards J [2008] All ER (D) 285 (Mar); reversed.

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