A recent decision by the England and Wales High Court (EWHC) found that an oral agreement to transfer shares on death can override a will and a company’s articles of association.
Lane v Lane [2024] involved a dispute over the shareholding in family-run construction company, AGM. AGM was founded by Alan Lane and his son, Mark Lane, in 2003. At the time, 40 shares were allotted to each of Alan and Mark, and ten shares to each of their wives.
Alan died in 2009, and his 40 shares were transferred to Mark on the date of his death and the same noted at Companies House. Mark claimed that an oral agreement had been made between all four shareholders when the company was incorporated that stated that in the event of either Alan or Mark’s death, their shareholding would transfer to the survivor. Alan’s widow contested this, claiming entitlement under the company’s articles of association and Alan’s will.
The Court ruled in favour of Mark, finding the oral agreement legally binding due to mutual promises between the shareholders. There was little written evidence or contemporaneous documentation for the Court to rely on when making its decision. The decision was supported by a claim of proprietary estoppel, noting that the oral agreement was vital to the operation and continuity of the family business. Alan and Mark had the necessary knowledge and skills to run the company in the absence of the other (for whatever reason), their wives had been included in the shareholding for tax reasons.
A shareholders’ agreement is essential to govern relationships between shareholders, clarify the circumstances in which shares can be transferred, compulsorily, voluntarily, for what price and when. For example, value can be dictated by the circumstances of a shareholder’s departure being deemed ‘bad’ or ‘good’ and can establish the basis on which disputes between shareholders are managed.
In Lane v Lane, a formal shareholders’ agreement would have prevented legal ambiguity and resolved the matter efficiently. Instead, a costly and time-consuming legal battle was fought on the basis of informal arrangements.
Two elements which could help avoid inference of informal agreements would include a ‘no variation’ clause and a ‘whole agreement’ clause:
Prevents amendments unless in writing and signed by all parties ensuring verbal agreements do not override written terms.
States that the agreement represents the entire understanding and excludes previous understandings or promises.
Lane v Lane underscores the importance of a robust and legally binding shareholders’ agreement and bespoke articles of association to provide certainty and clarity between all stakeholders. These documents, protect against time consuming and costly disputes as well as the potential breakdown in shareholder relations.
If you require advice on this topic, or any other area of Corporate Commercial law, please get in touch.
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