Re Davis Investments (East Ham) Ltd
| Jurisdiction | England & Wales |
| Judge | LORD JUSTICE DONOVAN,LORD JUSTICE DANCKWERTS |
| Judgment Date | 20 October 1961 |
| Judgment citation (vLex) | [1961] EWCA Civ J1020-2 |
| Court | Court of Appeal |
| Date | 20 October 1961 |
[1961] EWCA Civ J1020-2
In The Supreme Court of Judicature
Court of Appeal
From Mr Justice Plowman.
Lord Justice Donovan and
Lord Justice Danckwerts
MR MORRIS FINER (Instructed by Messrs Saunders Sobell Leigh & Dobin) appeared as Counsel for the Appellant (Petitioner).
MR RALPH INSTONE (Instructed by Messrs D.J. Freeman & Co.) appeared as Counsel for the Respondent (Respondent).
: We need not trouble you, Mr Instone. I will ask Lord Justice Danckwerts to deliver the first Judgment.
This is a petition presented by a contributory for the winding-up of a Company which has a share capital of £100 divided into 100 ordinary shares of £1 each. There are two shareholders: the petitioner Is one and he holds 50 of the abacas and the other is the personal respondent who holds the other 50. The Company is also a respondent but, of course, is not represented because in the situation which has arisen, there pas no power to give instructions for such representation. The Company was formed for the purpose of developing certain leasehold property which is referred to in the petition. The Company pas the leaseholder of that property but the petition docs not state the period of the lease, and except for one provision of lease to which the petition refers, there is no further information really about the matter. Apparently there was involved a proposition to build five shops on the property in question and the shops have been built. I do not know whether five have been built but four have been let. Then the question arose apparently between the two shareholders and directors (for they are both directors) wether the property should be sold, that is the leasehold Interest of the Company, and the profits divided, which the petitioner in the petition alleges was the original agreement between the two persons, or whether, as the respondent apparently would prefer, the properties should be retained as an investment. That is set out in the petition, although I have abbreviated It, and there is a reference in paragraph 7(b) to the position of the respondent, My Davis. It states: "The said Alfred Abraham Davis is himself personally the lessee of No. 3 High Street North, East Ham aforesaid, which adjoins one of the said shops. The Company's own lease of the said shops contains a proviso to the effect that if the said shops and the said adjoining premises cease to be vested in Persons who are associated in business and shall net be vested in the same person the Company may be compelled to surrender the lease of the said fifth shop or to remove all buildings from the site occupied by the same. The full terms and effect of the said proviso did not become known to your petitioner until the 7th November 1960. By reason of the said proviso a conflict of interest arises for the said Alfred Abraham Devis, in that the exploitation by him of the full value of the said adjoining premises by his disposing of the same might lead to the loss to the Company of the said fifth shop. Since the said 7th November 1960, there have been considerable negotiations between your petitioner and the said Alfred Abraham Davis for dealing with the difficulties arising by reason of the premises and various solutions have been offered, the last whereof was an offer by the said Alfred Abraham Davis to purchase your petitioner's shares in the Company on terms which are not acceptable to your...
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