Pennington and Another v Crampton and Others
| Jurisdiction | England & Wales |
| Judge | LORD JUSTICE MUMMERY |
| Judgment Date | 17 October 2002 |
| Neutral Citation | [2002] EWCA Civ 1587 |
| Court | Court of Appeal (Civil Division) |
| Docket Number | A3/2002/1382 |
| Date | 17 October 2002 |
[2002] EWCA Civ 1587
IN THE SUPREME COURT OF JUDICATURE
COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
(His Honour Judge Hegarty and
His Honour Judge Maddocks)
Royal Courts of Justice
Strand
London WC2
Lord Justice Mummery
A3/2002/1382
A3/2000/3721/A
Mr Brian Hurst appeared in person
The other parties did not attend and were not represented.
There are before the court applications in two different sets of proceedings, both of which arise out of the events surrounding the death of Ada Crampton.
The background to both cases is this. A company called Crampton Bros (Coopers) Limited was incorporated in June 1958. It was a family company. At the time of the relevant events there were 2000 issued shares in the company. 1500 of those shares belonged to Ada Crampton and the remaining 500 to her brother-in-law, Harold Crampton Senior. Ada Crampton died on 19th November 1998. She had made a will on 10th November 1998, appointing executors and bequeathing 1100 shares: 480 to a nephew, Philip Waine, by clause 3(e) of the will; and 620 to Harold Crampton Junior, by clause 3(f) of the will. In the weeks before her death she had executed a stock transfer form dated 12th October 1998. The subject of the transfer form was a gift of 400 shares in the company to Harold Crampton Junior. Probate of the will was granted on 28th May 1999. On 7th June 1999 the executors, to whom probate had been granted, registered themselves as holders of 1500 shares.
Against that background of Ada Crampton's death, it is also necessary to refer to the articles of association of the company, which provide that:
"Subject as hereinafter provided, the regulations contained or incorporated in Part II of Table A in the First Schedule to the Companies Act, 1948 … shall apply to the Company."
The provisions of article 8 deal with the transfer of shares, conferring rights of pre-emption, in particular paragraph 8(A) and (B). The provisions concerning the transmission of shares are those contained in regulations 29 to 32 of Table A, subject to an amendment expressly made by paragraph 9.
The interplay between the transfer of the 400 shares by the stock transfer form of 12th October 1998, the bequests of the remaining 1100 shares by the terms of the will and the provisions in the company's articles of association has given rise to a number of actions. One of the actions concerned the effectiveness of the gift of the shares to Harold Crampton Junior. The Court of Appeal, in a judgment handed down on 4th March 2002, held that there was an effective gift in equity of the 400 shares to Harold Crampton Junior. These applications are not directly concerned with the decision in that case. These applications concern decisions in two other cases.
The first of those cases is the subject of application 2000/3721. This is an application made by Mr Brian Hurst, who, although a member of the Bar, appears as a litigant in person, being entitled, I am told, by subrogation to the interests of Harold Crampton Senior in this matter. His application is for permission to appeal out of time in respect of decisions of His Honour Judge Maddocks on 19th July and 30th November 2000. By his judgments His Honour Judge Maddocks decided that the executors of Ada Crampton had been duly registered on 7th June 1999 as the holders of 1500 shares in the company and, consequential on his decision, he made certain orders for costs. Harold Crampton Senior, who had contested the executors' claim, sought permission to appeal, which was refused on the papers by Lady Justice Arden on 15th March 2001. No application was made at that time for an oral hearing.
What has happened since is that, in further proceedings concerning the administration of this estate, Mr Justice Jacob gave judgment on 11th July 2002 in an action by Harold Crampton Senior to enforce his pre-emption rights in respect of the 400 shares. By Mr Justice Jacob's order the executors were ordered to offer the 400 shares subject to the stock transfer form of 12th October 1998 to Harold Crampton Senior at a fair value in accordance with the pre-emption provisions in the articles. I understand...
To continue reading
Request your trial
-
Bebenek v The Minister for Justice and Equality
...relies on the decision of the England and Wales Court of Appeal in Geveran Trading Company Ltd v Skjevesland [2002] EWCA Civ 1567; [2003] 1 All ER 1, which is the authority for the last proposition in the extract from Halsbury just quoted, although in truth I do not believe it assists the......
-
Re Recover Ltd ((in Liquidation))
...of Appeal has described the removal of an advocate as 'exceptional' —see Geveran Trading Co Ltd v Skjevesland [2002] EWCA Civ 1567, [2003] 1 All ER 1. This was a case in which the advocate for the petitioning creditor had met the bankrupt's wife socially. Arden LJ said this in the judgment......
-
Mordo v. Nitting,
...concluded that the donor intended the gift to take effect only upon her death. [271] In Pennington v. Waine , [2002] 1 W.L.R. 2075, [2002] EWCA Civ 1587 an aunt intended to make a gift of shares to her nephew. However, the share register was not updated with the name of the new owner, and t......
-
Dr J Patrick Hickey v General Medical Council
...... Overend has done, in preference to the standards and criteria of another equally responsible school is wrong. 6. This same problem is ......