Christopher Charles Fisher v Colin Laverock Dinwoodie
[2023] EWHC 1279 (Ch)
LA Micro Group (UK) Ltd & Anor v LA Micro Group Inc & Ors.
28 February 2023
[2023] EWCA Civ 214
Court of Appeal
Three people owned a company. Two had a falling out, one telling the third he didn't want his share anymore. The court decided the third person didn't truly believe this, but that the remaining two impliedly agreed to share the company equally. This was even though they never wrote it down.
Key Facts
- •LA Micro Group (UK) Ltd ("UK") has two issued shares, one held by David Bell and the other by Arkadiy Lyampert.
- •The dispute concerns the beneficial ownership of UK.
- •Bell and Californians Lyampert and Frenkel (joint owners of LA Micro Group, Inc. "Inc.") initially agreed in 2004 that Bell would own 49% and Inc 51% of UK.
- •In 2010, Frenkel and Lyampert fell out. Frenkel told Bell he wanted nothing to do with UK.
- •Bell and Lyampert reached a new agreement in 2010, changing the profit-sharing arrangements.
- •Subsequent actions and statements by Bell regarding ownership of UK were inconsistent.
Legal Principles
Proprietary estoppel requires a representation or assurance, reliance, and detriment.
Thorner v Major [2009] UKHL 18
Laches requires unreasonable delay in asserting a claim, causing detriment.
Fisher v Brooker [2009] UKHL 4
Section 53(1)(c) Law of Property Act 1925 requires written disposition of equitable interests in trust.
Law of Property Act 1925, s. 53(1)(c)
Section 53(2) LPA 1925 does not affect the creation or operation of resulting, implied, or constructive trusts.
Law of Property Act 1925, s. 53(2)
A specifically enforceable contract for the sale or disposition of property creates a constructive trust for the purchaser until completion.
Neville v Wilson [1997] Ch 144
Terms can be implied into a contract if necessary for business efficacy or practical coherence.
Marks & Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd [2015] UKSC 72
Outcomes
Appeal on proprietary estoppel allowed.
Bell's understanding of Frenkel's disavowal was inconsistent with his subsequent actions and statements, insufficient to establish reliance on Frenkel's statement that Inc relinquished ownership.
Cross-appeal on implied term allowed.
The court found it was implicit in the 2010 agreement, given the circumstances, that ownership of UK should be equally shared between Bell and Lyampert.
Section 53(1)(c) LPA 1925 does not prevent enforcement of the agreement.
The 2010 agreement created a specifically enforceable contract resulting in a constructive trust, overcoming the lack of writing requirement.