On 3 April 2025, I appeared before the Court of Appeal in an appeal from the decision of Mr Justice Roth in the case of Syspal Capital Limited v Truman and Another [2024] EWHC 1561 (Ch).
The appeal, brought by Syspal Capital Limited, concerned the construction of the Articles of Association of Syspal Holdings Limited, the unrepresented Second Respondent.
I appeared on behalf of the First Respondent, Mr Christopher Truman, a former director of Syspal Holdings Limited and a former employee and director of one of its subsidiaries, Syspal Limited.
The case speaks to the importance of using precise language when drafting Company Articles. At the heart of the dispute was one article in particular and, to some extent, one word within that article – “that”.
In dismissing the appeal, Lord Justice Zacaroli (with whom Lady Justice Asplin and Lord Justice Birss agreed) clarified the approach to be taken when interpreting such Articles and set a clear precedent for how similar provisions should be construed going forward.
The case serves to highlight not only the importance of using precise language when drafting Company Articles, but also the need for interpretations that align with commercial realities and fairness.
Read the full judgment here.
