O'Driscoll v Clayton: High Court orders specific performance of share transfer agreement

In a recent High Court judgement delivered at the Bristol Civil Justice Centre, HHJ Paul Matthews (sitting as a High Court Judge) ordered specific performance of an oral agreement for the sale of company shares, rejecting arguments that the arrangement was merely preparatory to future negotiations.

The dispute in John O'Driscoll v Vincent Raymond Clayton (Junior) [2025] EWHC 2607 (Ch) centred on the ownership of Caddicks Ltd, a company whose sole asset was land near Lymm, Cheshire. Both parties came from traveller backgrounds, with the defendant claiming certain exchanges were gifts made according to traveller custom rather than consideration for a sale.

The claimant's case was straightforward: in January 2023, he agreed to purchase the land from the defendant in exchange for a Ford Ranger pickup truck and an Elddis Crusader Storm caravan, together worth approximately £60,000. Upon discovering the land was owned by a company rather than the defendant personally, the parties modified their agreement to encompass the transfer of the company's entire share capital for the same consideration.

The defendant advanced an alternative narrative, claiming no binding sale agreement existed. Instead, he argued the parties had agreed that the claimant would become a director, clear enforcement-related buildings from the land at his own expense, contribute to council costs, and seek planning permission. Only then would they negotiate a potential sale price. The vehicles, he claimed, were exchanged as good faith gestures according to traveller custom, with reciprocal gifts of a Rolex watch and horse-drawn carriage.

Critical to the judgement was contemporaneous documentary evidence. Email exchanges between the parties' professional advisers in February 2023 clearly referenced a purchase of the company. The defendant's accountant made Companies House filings appointing the claimant as director and recording a share transfer. A charge over the land was discharged, consistent with an imminent sale. The claimant also commissioned CCTV installation and engaged contractors for site clearance—actions inconsistent with the defendant's version of events.

The judge found the defendant an unreliable witness who frequently claimed inability to remember crucial details and maintained "patently untrue answers" despite contradictory evidence. The claimed traveller custom of exchanging valuable gifts lacked any supporting evidence beyond the defendant's assertion, with no documentation of the alleged Rolex or carriage.

Particularly damaging to the defendant's credibility were recorded telephone conversations where he never mentioned his alleged agreement or any breach by the claimant. His subsequent reversal of the Companies House filings in May 2023, ostensibly to "protect" the claimant from investigation, was deemed fabricated.

The judgement confirms that whilst contracts for land sales require written form under the Law of Property (Miscellaneous Provisions) Act 1989, no such requirement applies to share sale agreements. Once the parties modified their arrangement from a land purchase to a share acquisition, the oral agreement became legally enforceable.

Applying established principles that damages are inadequate remedy for breach of agreements to transfer unquoted company shares, the court ordered specific performance. The judgement also recognised that having received full consideration, the defendant held the shares as bare trustee for the claimant, consistent with the principle that equity regards as done that which ought to be done.