The case concerned pre-emption provisions in a company’s Articles, providing that no ordinary share should be transferred to a person who was not a member as long as any member was willing to purchase the same at the fair value and that ‘the proposing transferor’ should serve a transfer notice on the company that he ‘desires’ to transfer the same. The executor of a deceased shareholder brought proceedings for the court to determine whether the executor on the completion of the administration of the estate should serve a transfer notice.
Held: the court was unable to construe the provisions in the Articles in a way which would make a person who involuntarily comes under an obligation to transfer, if called upon, a ‘proposing transferor’.
Oliver LJ, Fox and Lawton LJJ
 1 WLR 589
England and Wales
Cited – Rose v Lynx Express Ltd. and Bridgepoint Capital (Nominees) Ltd CA 7-Apr-2004
In an request for pre-action discovery it was plainly wrong for the court to seek to decide in advance any element of the virtues of the case.
Held: The appeal should be allowed. The case was arguable and should be allowed to proceed.
Lists of cited by and citing cases may be incomplete.
Updated: 31 July 2022; Ref: scu.196553