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The parties were members of the traveller community. The claimant sought specific performance of an oral agreement between him and the defendant for the sale and purchase of the entire share capital of an unquoted company known as Caddicks Limited. The company had only one asset of any value, being land in the Cheshire countryside near Lymm. No stock transfer form was executed.
The claimant said he had performed his side of the bargain by providing the agreed consideration of a pickup truck and touring caravan and that the company’s accountant upon the defendant’s instruction had made filings at Companies House recording the appointment of the claimant and resignation of the defendant as director and that the shares had been transferred, only to wrongfully instruct the accountant to subsequently ‘reverse’ the same.
The defendant said there was an oral agreement only that the claimant was to become a director of the company and to seek to obtain planning permission to develop the land, at the same time undertaking obligations of clearance of the land and paying costs incurred in enforcement proceedings brought by the local council, and that if planning permission was obtained, the parties were then to negotiate how best to exploit the development opportunity and share the benefit. He admitted asking the accountant to ‘reverse’ the filings but said he did so because the claimant had not cleared the site or contributed to the local council’s costs as agreed. Of the pickup truck and touring caravan, the defendant admitted those were provided to the defendant but were in exchange for a Rolex watch and horsedrawn carriage supplied by the defendant to the claimant as a gesture of goodwill in accordance with traveller culture and were not consideration for the shares. The clamant denied receiving the same.
The judgment contains a useful summary of the way in which judges decide civil cases and finds that the claimant’s account was to be preferred and that specific performance of the oral contract should be ordered.