Option to Purchase in UK Law

I see no reason for reading the Article in that limited way. Transferring a share involves a series of steps, first an agreement to sell, then the execution of a deed of transfer and finally the registration of the transfer. Moreover the ordinary meaning of "transfer" is simply to hand over or part with something, and a shareholder who agrees to sell is parting with something. The context must determine in what sense the word is used.

The true distinction is between those cases where the mode of ascertaining the price is an essential term of the contract, and those cases where the mode of ascertainment, though indicated in the contract, is subsidiary and non-essential�see Fry on Specific Performance (6th Edition) paragraphs 360, 364.

I cannot accept that, however, because a right of pre-emption gives no present right, even contingent, to call for a conveyance of the legal estate. So far as the parties are concerned, whatever economic or other pressures may come to affect the grantor, he is still absolutely free to sell or not. The grantee cannot require him to do so, or demand that an offer be made to him.

The question whether there has been a total failure of consideration is not answered by considering whether there was any consideration sufficient to support a contract or purported contract. The test is whether or not the party claiming total failure of consideration has in fact received. any part of the benefit bargained for under the contract or purported contract.

The decision of Finnemore J. in Warman v. Southern Counties Car Finance Corporation (1949) 2 KB 576 was to the same effect. The plaintiff was buying a car on hire purchase when he became aware that a third party was claiming to be the true owner of the car. But he nevertheless went on paying the remaining instalments and then the necessary nominal sum to exercise his option to purchase.

10s.0d. For this outlay, however, he has received nothing, owing to the Company's breach of contract, except the two rides to Greenwich. What is required to put him, so far as money can, in the same position as if the contract had been performed? To my mind, it is a sum equal to the cost of hiring a similar car on similar terms as to the eventual option to purchase for £1.

(3) The law does not purport to bring parties into a relationship of contractual obligation which they themselves have failed to create. In each such case the parties, on the exercise of the option, are brought into a new legal relationship. It was argued on behalf of the tenants in the instant appeals that the rent review clauses were also such unilateral terms.