Cunningham v Resourceful Land Ltd and others

Company – Share register. The claimant shareholder of the first defendant company (RLL) failed in his claim to rectify the register at Companies House (the register), concerning RLL, by striking out the sixth defendant company's name (Wortside 123 Ltd) and replacing it with his name. The claimant had argued that the sale of shares to Wortside had been in breach of 'drag along' provisions in a shareholder agreement, and in breach of the syndicate shareholders' duty of good faith under that agreement. The Companies Court held that there were no grounds for rectification because Wortside 123 Ltd was a bona fide 'arm's length purchaser' of RLL under the terms of the shareholder agreements and, accordingly, it had cause to be entered in RLL's register of members.

Category: