Jurisdiction(s):
United Kingdom

Oral shareholders’ agreement upheld; unfair prejudice petitions subject to 12‑year limitation (LA 1980 s 8) where buyout is primary relief: Lane v Lane [2024] EWHC 2616 (Ch)

Published on: 30 October 2024

Published by a LexisNexis Dispute Resolution expert

Legal News

Article summary

Lane v Lane [2024] EWHC 2616 (Ch) What are the practical implications of this case?

This judgment serves as yet another caution to both parties and practitioners about the necessity of recording understandings struck between shareholders. It underlines for practitioners, as much as for the parties themselves, the value of documenting shareholder deals contemporaneously and at inception. On the particular facts, the court concluded that, in September 2003, four intended shareholders did in fact make a binding agreement by word of mouth. Even so, the dispute might never have arisen had the parties put their arrangements into writing at the time. Shareholders should remember that, although formalities may seem unnecessary at the beginning of a venture—perhaps because of close personal ties (as here, within a family)—circumstances can and do evolve. A carefully prepared shareholders’ agreement can capture any ‘understandings’ clearly from the start, reducing the likelihood of later proceedings, which are often expensive and frequently quarrelsome, so that the risk of future litigation is minimised. The decision is also noteworthy for citing THG v Zedra Trust Company (Jersey) [2024] EWCA Civ 158...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...