Cherry Tree Investments Ltd v Landmain Ltd [2013] Ch 305

Court: Court of Appeal

Facts: Cherry Tree failed to register a facility agreement with HM Land Registry. Landmain contested the validity of the transfer due to the lack of registration.

Issue: Can extrinsic evidence be used to interpret the validity of company articles, and was the transfer valid?

Held: The transfer was invalid. The court ruled that extrinsic evidence could not be used to interpret articles of association, which must be read as they are registered.

Key Judicial Statement: Lewison LJ stated, "The articles have to be regarded as addressed to persons who had not been involved in agreeing them in the first place... Registration gives constructive notice of their contents to the entire world."

💡 Leveluplaw: Company articles must be interpreted as they are registered, without resorting to extrinsic evidence.