LA Micro Group (UK) Ltd. v LA Micro Group, Inc [2023] EWCA Civ 214

Andrew Twigger KC succeeded in the Court of Appeal in upholding the Judge’s order, despite the Court of Appeal rejecting the reasons the Judge gave for his decision.

The dispute concerned the beneficial ownership of shares in a company. The shares had been held on trust for individuals and a US company. The Judge held that representations made on behalf of the US company had led to it losing its beneficial interest by proprietary estoppel.

The Court of Appeal allowed an appeal by the US company, on the basis that the Judge’s findings relating to reliance were self-contradictory. However, the Court of Appeal also allowed the cross-appeal, accepting Andrew’s argument that there had been a specifically enforceable oral agreement to transfer the beneficial interest in the shares. The constructive trust arising from that agreement meant that it was effective, despite the absence of the writing required for a disposition of an equitable interest by section 53(1)(c) of the Law of Property Act 1925.