A3/2001/1993
Neutral Citation Number: [2002] EWCA Civ 402
IN THE SUPREME COURT OF JUDICATURE                              
IN THE COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE 
CHANCERY DIVISION
(The Vice-Chancellor
(Sir Andrew Morritt))
								Royal Courts of Justice
								Strand
								London WC2

								Friday 15th March, 2002
B e f o r e:

LORD JUSTICE ALDOUS
LORD JUSTICE ROBERT WALKER
LADY JUSTICE HALE

- - - - - -

EXPRESS NEWSPAPERS
Claimant/Appellant

- v -

TELEGRAPH GROUP LIMITED
Defendant/Respondent
- - - - - -
(Computer Aided Transcript of the Palantype Notes of
Smith Bernal Reporting Limited, 190 Fleet Street,
London EC4A 2AG
Tel: 020 7421 4040
Official Shorthand Writers to the Court)
- - - - - -
MR J BRISBY QC and MR R HILL (Instructed by Messrs Rosenblatt, London EC4) appeared on behalf of the Appellant
MR C FLINT QC (Instructed by Messrs Simmons & Simmons, London EC2Y 9SS) appeared on behalf of the Respondent
- - - - - -
J U D G M E N T
1.	LORD JUSTICE ALDOUS: Mr Brisby QC argues that within the scope of his pleading there is a self‑standing allegation that there has been a breach of contract for failure to allow the directors back on the board. Mr Flint QC submits to the contrary. 
2.	In my view, Mr Flint's submissions are correct. The primary and sole case that was pleaded was that there had been an acceptance of the offer. That is clear, I believe, from the layout of the pleading, and in particular from paragraphs 27, 28, 29 and 30. Mr Flint is also right to contrast this pleading with that in the petition, which makes the point that there has been a breach of obligation for failure to allow the directors back on the board. 
3.	This is a case where if there had been an alternative case put forward the learned pleader would have made it clear. In my view, that is not the position. 
4.	LORD JUSTICE ROBERT WALKER: I agree. 
5.	LADY JUSTICE HALE: I also agree. 
ORDER: The action is dismissed.
(Order not part of approved judgment)