Edel Marie Magee & Ors v John Wade Crocker & Anor
[2024] EWHC 1723 (Ch)
Robert Colicci & Ors v Nora Mikhailovna Grinberg & Ors
18 May 2023
[2023] EWHC 1177 (Ch)
High Court
A dad promised his kids from his first marriage he'd leave them his business. He later made a will leaving it to his second wife. A new business agreement didn't change the dad's earlier promise, so the court said the kids get the business.
Key Facts
- •Ernesto Colicci died on 18 January 2021.
- •Claimants are Ernesto's first family (former wife Josephine and children Robert and Rosanna).
- •First defendant, Nora Grinberg, is Ernesto's widow and executrix of his will.
- •Second defendant is ECSI Limited, a catering business jointly owned by Ernesto and Josephine.
- •The claim centers on a 2016 Deed where Ernesto and Josephine covenanted that their shares in ECSI would pass to Robert and Rosanna upon their deaths.
- •Ernesto's will left the shares to Nora.
- •The defendant argues the 2016 Deed was superseded by a 2017 Agreement.
- •Claimants argue the 2017 Agreement left the 2016 Deed in force or should be rectified to reflect that intention.
Legal Principles
Contract interpretation: The court's task is to ascertain the objective meaning of the language used, considering the contract as a whole and the background knowledge reasonably available to the parties.
Lukoil Asia Pacific Pte Ltd v Ocean Tankers (The “Ocean Neptune”) [2018] EWHC 163 (Comm)
Rectification based on common mistake requires proof of a shared common intention at the time of executing the contract that the document failed to accurately record due to a mistake by both parties.
FSHC Group Holdings Ltd v GLAS Trust [2020] Ch 365 (CA)
Administration of Estates Act 1925, section 35: Governs the order in which assets are used to satisfy debts of an estate.
Administration of Estates Act 1925
Inheritance (Provision for Family and Dependants) Act 1975: Allows claims for financial provision from an estate.
Inheritance (Provision for Family and Dependants) Act 1975
Outcomes
The 2016 Deed was not superseded by the 2017 Agreement.
The court found the subject matter of the 2016 Deed (testamentary obligations) distinct from the 2017 Agreement (shareholder rights). Clause 18 of the 2017 Agreement, while superseding the 2011 Agreement, did not explicitly mention or revoke the 2016 Deed. The court considered the commercial context and found the claimants' interpretation more consistent with business common sense.
Rectification of the 2017 Agreement was not granted.
The court found insufficient evidence of a shared common intention amongst all parties that the 2016 Deed should remain in force when the 2017 Agreement was signed. Ernesto's intentions remained unclear, and there was no clear accord among all parties regarding the effect of the 2017 Agreement on the 2016 Deed.
Order for transfer of shares granted; stay of order denied.
The court rejected the defendant's arguments regarding the relevance of Nora's financial situation and the potential for a claim under the Inheritance (Provision for Family and Dependants) Act 1975. The court found insufficient grounds to stay the order transferring the shares.