Breach of Lease – Share Transfer Issue

Question – I have just purchased an office block on an Estate and should have received a share in the freeholder but the seller forgot to transfer it to me.  All of the leases (including mine) state that as a leaseholder you have to own a share and so everyone is now saying I’m in breach of my lease and it would be forfeited!  I just paid £800,000 for this!  The seller won’t talk to me and neither will my solicitor.  What do I do?

Answer – ok. In this order to start (1) sit down; (2) take a few deep breaths, and (3) calm down man!  It’s this kind of odd situation that arises that Shergroup Legal rise to the top and we do have options for you.  First, get your articles of association and check those.  They may contain a clause appointing the directors of the freeholder as attorneys of the seller so that they can sign the relevant stock transfer form to transfer the shares to you.  That’s the easy way.

If they don’t, and I appreciate this is a pain, you could ask the shareholders of the company if they would be willing to call an extraordinary meeting and vote for the articles to be amended so as to include the above clause. Provided it’s agreed (normally 75% of the shareholders need to agree) then this should resolve your problem.

I hope this helps but an additional piece of advice would be, to remember you need 75% of the shareholders to vote your way here…so big smile and first round at the bar for now, please!