Ventura Capital GP Limited v DNANudge Limited & Ors
[2023] EWHC 1631 (Ch)
Timothy Fulstow & Anor v Jeremy Francis
14 August 2024
[2024] EWHC 2122 (Ch)
High Court
Two businessmen invested in a big property development, claiming they were promised shares. The court said there wasn't a proper agreement because the emails and discussions were too vague. One investor's company had also been dissolved, meaning he couldn't sue. The court found the investors' stories not credible. So, they didn't get the shares.
Key Facts
- •Claimants (Fulstow and Woods) sought declarations of beneficial interest in shares of Capital Land (EDA) Swindon Limited, held by Defendant (Francis).
- •Capital Land owns New Eastern Villages (NEV) development land.
- •Claimants paid £35,000 and £25,000 respectively on 30 November 2015, with the purpose of the payments being disputed.
- •Claimants alleged declarations of trust from Francis in emails dated 29 November 2015.
- •Defendant denied the claim, arguing no intention to create legal relations, uncertainty of terms, lack of standing for Fulstow, laches, amended articles of association, and a loan component within the £35,000 payment.
- •Several procedural applications were made during the trial regarding disclosure and witness statements.
- •The court found the Claimants' witness statements non-compliant with PD57AC and gave them no weight.
- •The court assessed the credibility of each witness's testimony.
- •Fulstow's IVA and his failure to disclose the potential asset were considered.
- •Shares in Capital Land are now worth approximately £8,000,000.
Legal Principles
Requirements for a binding contract: agreement, intention to be legally binding, consideration, certainty and completeness.
Blue v Ashley [2017] EWHC 1928 (Comm)
An offer must express a genuine willingness to be bound.
Blue v Ashley [2017] EWHC 1928 (Comm)
Intention to create legal relations; factors suggesting lack of intention include social context, vague language, anger, or jest.
Blue v Ashley [2017] EWHC 1928 (Comm)
Vagueness or omission of important terms may indicate no agreement or lack of intention to be legally binding.
Blue v Ashley [2017] EWHC 1928 (Comm)
Certainty and completeness of terms are independent requirements of a contract.
Blue v Ashley [2017] EWHC 1928 (Comm)
Claimant must show a good claim vested in him; if not, the claim can be struck out.
Munday and Anor v Hilburn and Anor [2014] EWHC 4496 (Ch)
Doctrine of Laches: Delay in bringing proceedings can bar a claim for specific performance, considering prejudice to the defendant and the claimant's conduct.
Case Law Implicit
Fiduciary Duty: A trustee has a duty not to allow their interests to conflict with their duties.
Case Law Implicit
Outcomes
Claimants' claim fails.
The court found no binding contract was concluded between the claimants and the defendant for the transfer of shares. The emails of 29 November 2015 were not considered clear and certain offers capable of acceptance. Even if a contract existed, it was with Carina (Fulstow's company), not Fulstow personally, and Fulstow lacked standing to sue. The court also found the Claimants' witness statements unreliable.
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