The Supreme Court has dismissed Barry Guilfoyle’s appeal in a dispute over whether Farm Development Co-operative Limited agreed to buy his shares in FDC Financial Services Limited for £120,000.
In a judgment delivered on 23 March 2006, Denham J. said the appeal turned on the High Court’s assessment of conflicting evidence about an alleged oral agreement made on 12 April 1999. Guilfoyle said the company’s managing director, Jack Murphy, agreed to buy his 150 “B” ordinary shares for £120,000. His claim was for £119,555.
Guilfoyle told the High Court that the price was based on the amount paid for James Barlow’s 75 shares, which he said meant his own 150 shares would be worth twice as much. Murphy gave a different account. He said he had discussed Guilfoyle’s resignation and future plans, and had said the company would deal honourably and fairly with the share encashment, but did not recall agreeing a price.
The High Court rejected the claim for relief. The trial judge said Guilfoyle genuinely believed he would receive the same treatment as Barlow, but found Murphy had not agreed to pay £119,555 or £120,000. The judge also refused a declaration that a £72,000 consideration was void and refused specific performance of the alleged £120,000 agreement.
On appeal, Guilfoyle argued that the trial judge had given insufficient weight to a recent share valuation, the price paid for Barlow’s shares, and correspondence about the alleged agreement. The Supreme Court said the central issue was one of fact and credibility. The trial judge was entitled to accept Murphy’s evidence over Guilfoyle’s, and the appellate court would not disturb primary factual findings supported by credible evidence.
The Supreme Court affirmed the High Court judgment and order and dismissed the appeal. It did not make a new finding that an alternative share price was due; its decision upheld the trial court’s rejection of the relief sought.