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Please note that text in red denotes my comments

Billy's Shares. The following is taken from paragraph 6 of Official Solicitor Hall's Comprehensive Report to the High Court.

16.
At this stage it appears that Mr Wright would have been aware of discussions taking place between Mr Gilpin and Mr W J Andrews which were directed towards the possible sale of the latter's shares (and those of his wife and son) in the Company. There are conflicting accounts as to whether Mr Andrews was keen to sell or Mr Gilpin was keen to purchase the shareholding in the Company but at all events Mr Wright was retained to act on behalf of Mr Gilpin [and my brother Billy was refused the services of solicitor Gwen Sullivan.] and his purchasing company, Neville Johnston (Garages) Limited in the prospective takeover. It appears that in July or early August 1977 Mr W J Andrews received direct from Mr Wright a draft Agreement for the sale of his shares (and those of his immediate family) in the Company to Neville Johnston (Garages) Limited upon terms drawn up by Mr Wright. In the Fourth Schedule of that draft Agreement reference was made (prospectively) to 2 Agreements "dated the day of August 1977" between [the Patient] and [the Company] whereby the Company "has agreed to purchase" [the Patient's 2 properties at Smithfield]. Mr Wright has acknowledged to me that an integral feature of the negotiations for the purchase of shares in the Company was to be the preliminary acquisition by the Company of a marketable title to both the properties owned by the Patient. Although the takeover Agreement had been prepared and sent to Mr W J Andrews I have established that the 2 Agreements for the sale of the Patient's 2 properties to the Company were not prepared at that time.

Mr W J Andrews, his wife and son completed the Agreement for the sale of their shares in the Company (which comprised the entire shareholding of 7,500 Ordinary Shares issued at that date) on 30 September 1977 and at a meeting with Mr Gilpin in the offices of Tughan & Co all the other formalities of the takeover were completed before Mr Andrews received a payment of 192,000 as provided in the Agreement. No Contracts for the sale of the Patient's 2 properties had been prepared up to that date nor were they available for signature at the time of the takeover. I am informed [By whom, Mr. Hall?]that it was understood between the parties [There are never "understandings" in a contract, Mr. Hall.] to the takeover Agreement that the company (under new management) would proceed to purchase the Patient's properties as a related feature of the acquisition of the Company's assets - upon the clear understanding that a sum of 35.000 would be paid to the Patient over and above the sum already paid to Mr W J Andrews and his family.


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