On 3 April 2025, Alexander Heylin 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.
Alexander successfully 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.
Alexander’s article, co-written with Natasha Bowater and published in the June 2025 edition of The Barrister Magazine, reflects on the significance of the Court of Appeal’s ruling in clarifying the relevant considerations to take into account when interpreting company articles and emphasising the importance of precise drafting.
The article also touches on the peculiarities of the exercise of interpretation in the law of England and Wales, and the role that the intricate interpretive exercise plays in the resolution of commercial disputes. The significance of the singular word “that” was at the heart of the dispute, and Alexander’s article considers the potential far-reaching ramifications of such granularity bringing long-term commercial relationships to an end.
Read the article here: https://barristermagazine.com/interpreting-articles-in-the-court-of-appeal-syspal-capital-limited-v-truman-and-another-2025-ewca-civ-469/
Read the judgment here: https://www.bailii.org/ew/cases/EWCA/Civ/2025/469.html
