Edel Marie Magee & Ors v John Wade Crocker & Anor
| Court | Chancery Division |
| Judge | Hhj Cawson Kc |
| Neutral Citation | [2024] EWHC 1723 (Ch) |
| Date | 05 July 2024 |
| Year | 2024 |
| Counsel | Connor Kc,Amie Boothman,Mohammed Zaman Kc,Alexander Heylin,Giles Maynard Connor Kc |
Neutral Citation Number: [2024] EWHC 1723 (Ch)
Case No: BL-2021-MAN-000070
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS IN MANCHESTER
BUSINESS LIST (ChD)
Manchester Civil Justice Centre
1 Bridge Street West,
Manchester M60 9DJ
Date: 5 July 2024
Before :
HHJ CAWSON KC
SITTING AS A JUDGE OF THE HIGH COURT
- - - - - - - - - - - - - - - - - - - - -
Between :
(1) EDEL MARIE MAGEE
(2) SIOBHAN MARY FERGUSON
(3) CIARA MELANIE PRYCE
(4) DONNA MARIAN POWELL
(AS TRUSTEES OF THE FITZPATRICK FAMILY
DISCRETIONARY SETTLEMENT) Claimant
- and -
(1) JOHN WADE CROCKER
(2) PEDHAM PLACE GOLF CLUB LIMITED
-and-
CAMELOT TRUST CORPORATION LIMITED
-and-
MATTHEW JOHN FITZPATRICK
Defendants
Third Party
Fourth Party
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- - - - - - - - - - - - - - - - - - - - -
Giles Maynard-Connor KC and Amie Boothman (instructed by JMW Solicitors LLP) for
the Claimants and Fourth Party
Mohammed Zaman KC and Alexander Heylin (instructed by Penningtons Manches Cooper
LLP) for the First Defendant
Hearing dates: 23-26, 29-30 April, and 1-3, 7-10 May 2024
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Approved Judgment
This judgment was handed down remotely at 10.30am on 5 July 2024 by circulation to the
parties or their representatives by e-mail and by release to the National Archives
1
HHJ CAWSON KC:
CONTENTS
INTRODUCTION 1
KEY INDIVIDUALS AND ENTITIES AND DEFINITIONS 6
BACKGROUND 7
THE PARTIES’ RESPECTIVE CASES 176
Introduction 176
The Fitzpatrick Parties’ case 180
Mr Crocker’s case 200
WITNESSES AND EVIDENCE 209
Introduction 209
Approach to the evidence 211
The Fitzpatrick Parties’ witnesses 220
Mr Crocker’s witnesses 235
Missing documents 254
DETERMINATION OF THE KEY FACTUAL DISPUTES 259
The Nisma Settlement and Mr Murray’s involvement therein 259
What was said by Mr Fitzpatrick to Mr Crocker about Mr Murray? 266
Discussions prior to the 2014 Transfer 274
Did Mr Fitzpatrick fraudulently misrepresent the position? 277
Assignment of the £364,641 loan owed by the Company to Camelot 285
DETERMINATION OF THE CLAIM COUNTERCLAIM & PART 20 CLAIMS 287
Introduction 287
Are the 2014 Transfer and the registration of shares open to challenge? 290
Are the terms of the 2010 SHA still binding? 298
OVERALL CONCLUSION 325
SCHEDULE A
SCHEDULE B
INTRODUCTION
1. The present proceedings were commenced on 29 June 2021 by the Claimants (“the
Fitzpatrick Trustees”), the trustees of the Fitzpatrick Family Discretionary
Settlement (“the FFDS”) and the daughters of the settlor of the FFDS, the Fourth
Party, Matthew John (“Sean”) Fitzpatrick (“Mr Fitzpatrick”). By the proceedings,
the Fitzpatrick Trustees seek declarations and consequential relief concerning the
validity of a transfer in 2014 of shares in the Second Defendant, Pedham Place Golf
Centre Limited (“the Company”) to the FFDS by the Third Party, Camelot Trust
Corporation Limited (“Camelot”), as trustee of the Nisma Settlement (“the 2014
Transfer”), and as to the entitlement of the Fitzpatrick Trustees to rely upon the terms
of a Shareholders’ Agreement dated 24 May 2010 made between the First Defendant,
John Wade Crocker (“Mr Crocker”) (1) and Camelot (2) (“the 2010 SHA”).
2. By his Defence, Counterclaim and Part 20 Claim, Mr Crocker denies that the
Fitzpatrick Trustees are entitled to the declarations that they seek. Mr Crocker seeks
his own declaratory relief to the effect that: the 2010 SHA was terminated in
consequence of the 2014 Transfer; the 2014 Transfer was in breach of the Articles of
Association of the Company introduced at the same time as the 2010 SHA (“ the 2010
2
Articles”); and that the 2014 Transfer, i.e. any consent of Mr Crocker to it, was
procured by the fraudulent misrepresentations made by Mr Fitzpatrick, as well as
being in breach of the 2010 SHA and the 2010 Articles.
3. I agree with the analysis suggested on behalf of Mr Crocker that whilst the present
proceedings raise a significant number of issues, the case can be crystallised into two
overarching questions or issues:
i) Was there a fraud upon Mr Crocker by Mr Fitzpatrick depriving Mr Crocker of
his pre-emption rights under the 2010 Articles at the time of the transfer of
shares from the Nisma Settlement to the FFDS purported to have been effected
by the 2014 Transfer by Mr Fitzpatrick fraudulently misrepresenting that he
was the settlor of the Nisma Settlement and/or that this was his offshore family
trust?
ii) Whether the 2010 SHA was and is binding between (1) the Fitzpatrick
Trustees and (2) Mr Crocker, even though:
a) The 2010 SHA provides for termination upon share transfer;
b) The Fitzpatrick Trustees are not parties to the 2010 SHA?
4. Giles Maynard-Connor KC and Amie Boothman appear on behalf of the Fitzpatrick
Trustees and Mr Fitzpatrick. Mohammed Zaman KC and Alex Heylin appear on
behalf of Mr Crocker. I am grateful to them for their written and oral submissions and
assistance during the course of the trial.
5. Neither the Company nor Camelot has played any active in the proceedings. This
follows from the fact that the real dispute is as between the Fitzpatrick Trustees and
Mr Fitzpatrick (“the Fitzpatrick Parties”) on the one hand, and Mr Crocker on the
other hand.
KEY INDIVIDUALS AND ENTITIES AND DEFINITIONS
6. The key individuals and entities involved in the present dispute are as follows:
NAME DESCRIPTION
Parties
The Claimants
Edel Marie Magee, Siobhan Mary
Ferguson, Ciara Melanie Pryce and
Donna Marian Powell (“the Fitzpatrick
Trustees”)
The Claimants, and the trustees and
beneficiaries, of the Fitzpatrick Family
Discretionary Settlement (“the FFDS”),
having previously been identified as
beneficiaries of the Nisma Settlement.
Daughters of Mr Fitzpatrick and his wife,
Olivia (nee Murray), who is also a
beneficiary of the FFDS (and previously
identified as beneficiary of the Nisma
Settlement). Donna Powell (“Mrs Powell”)
was appointed a director of the Company on
23 January 2015 (having been an observer
3
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